Odds and Ends
by Fiona Fargazer
Summary: The sudden appearance of the little scientist curing Molten Man managed to turn some heads. The ones who created him suspiciously aren't around, but there are others who might want a shot at normal life again even if it's hard to get over the fact that, aside from being so young and awkward, the good doctor is Doc Ock's son. (Set 30 yrs later and contains Spidergirl as NYC's hero)
1. Prologue

JMJ

Odds & Ends

PROLOGUE

Liz knew that Mark would have had no reason to trust him. If she had known about the proposal ahead of time she would not have trusted him either. It was not the fact alone that Dr. Austin Octavius was known to be related to an infamous criminal mastermind. After all she was related to a super villain herself, but she would not have trusted anyone. How he had at last talked Mark into it, she could not fathom, nor had Mark explained. She had been too thrilled to care when she got to visit him in person. Having done nothing criminal that was of his own free will since a juvenile Mark was even going to be released from confinement. All the experts had proven him to be as biologically clean as the first man to walk the earth. Of course she had come fearing the worst anyway. She had come almost angry, but when she saw him, how happy her brother was, and the proofs upon proofs of his cure, she almost fell to the floor.

She was still wiping tears from her eyes as she left him.

So many people had abused her brother's condition so long. Certainly Mark had done plenty of things in his youth that one cannot be proud of with his own consent, but no one deserved what had befallen poor Mark. To have one's entire biological makeup disrupted by a transformation at the will of any creep or loon with the controls!

But the nightmare was over.

Before she left the building her cell rang.

Startled from thought, she reached for it from her purse and found that it was her daughter asking how things were going. Also to ask something about supper. The fourteen-year-old girl had never made supper herself before, and her two older brothers were not exactly being helpful. In such a good mood as she was, Liz laughed before explaining.

"I'll tell you all about Uncle Mark though, when I come back," said Liz and she was hanging up when she just about ran smack dab into him, the doctor himself. Though, she did not know it was Dr. Octavius until she turned around and he began to apologize for not looking where he was going.

He was a funny little man, dark hair in his face and a pair of round glasses that made his eyes look like great blue marbles. Stocky in build, but not exactly fat, he had the look of a fuzzy little marmot without the teeth. His red tie was loose; his white coat a tad too long, the light blue shirt underneath seemed not quite pressed. He did not seem like anything but a little scatterbrained worker fresh out of college at a weather institute or some such place, but hardly the genius to cure a condition that no one before him had even tried to think to cure. But it was he. It was no psychological or psychic intuition or anything like that which told her. She would have thought nothing of him save for the nametag dangling clumsily on his coat.

"Dr. Octavius!" she exclaimed before the little man had quite finished his apology.

"Yes?" said the little man.

With tears again welling, she felt an overwhelming feeling to hug the blank-eyed scientist. Throwing out her arms she clasped him around the shoulders in a tight embrace.

Staggered Austin had to rebalance himself, but he tried to smile gently as he patting the crying woman's arm a little awkwardly.

"Thank you!" Liz sobbed and she kissed him on the cheek before stepping back from him.

Austin looked down at the floor looking all around rather embarrassed.

Liz shook her head and smiled. He was just a silly little nerdy boy. That's all. She laughed through her tears and touched his shoulder once more as she said, "Thank you for everything. I don't know how or why! But you don't know what you've done."

Of course the little science geek did not know what to say. They never did. But she would not embarrass him anymore. With one last smile she parted with a whisper, "Bless you."

Adjusting her purse then and wiping the tears out of the already smudged makeup around her eyes, she headed for the door.

#

Austin lowered his head thoughtfully as he left the building that evening, leaving Mark Allen, the now former Molten Man, to live the rest of his life as normal as could be had at this point. He was older now than when Doctor Octopus had disappeared, but there was still a life ahead of him especially with such a caring family as the sister from which Austin had parted a few hours ago.

… _you don't know what you've done …_

Liz's words brought to mind his father's words before Austin had left for New York City. Although he had said them many times before, the last time he said them was the most profound: "You don't know what you're doing." It was not in exasperation or anger as he had used in the past to try to dissuade him. (Honestly, Austin himself could not rightly explain why he could not listen to his father). At the airport after his mother's embrace and his own sister's tears, his father left the greater impression. It was stated calmly and darkly in that manner that he had only ever known his father able to use though certainly not abuse. Austin recalled his grim face and steady grey eyes staring straight into his, and he heard in that tone the words which his father meant to say, "If you do not heed this last warning you _will_ not return. Not with what you intend to do. And who you are isn't exactly advantageous either."

It sobered the mood of his feeling of success with Mark Allen.

But it was not as if any person cared about poor Mr. Allen anymore except for his family.

Mr. Allen had been locked away for years without any criminal paws grasping for his power. There were new super villains, monsters, and deadly toys running around the city enough to occupy the power hungry. Austin would surely go unnoticed in the forgotten recesses of the city for the time being. Picking up what others tossed aside, surely no one would care. He could not count on that forever; he was not naïve enough to think that, but as long as he could.

Shutting down his laptop and zipping it back into its case, he headed for the nearest street corner to hail a cab.

The evening was rather quiet, or at least ordinary. Just people moving about to go to their destinations in the sea of rumbling vehicles and waves of lapping voices.

Since his arrival a few months ago he had seen a glimpse of Spidergirl once catching a pair of thieves in a getaway car, and he had been thrilled to say the least. Thinking of it now as he looked up at a rooftop a block down, he smiled a tad wryly about how much of fish-gaping outsider he must have looked standing on the crosswalk staring down about a block away at the swinging girl with her high pitched "Yahoo!" before descending upon the helpless criminals. What could he say but that it was true he was a geek?

Superhero action in the flesh! What could be better?

He relaxed comfortably in the backseat of the cab with his laptop case on his lap. A little swing livened his short legs as he leaned back like a child happily off in his own fancy.

With a late supper of Chinese takeout and a nice warm bed afterwards, he felt rather good about himself overall. He thought again of Mark and his family. That was why he was doing this. Not for a front row seat of heroic action but because it was the only thing in life which to Austin felt worth doing. It was right and in a manner that could not be explained as if the very cells of his body knew it to be true. Perhaps Spidergirl felt quite the same way.

Setting his glasses onto his nightstand and turning out the light in his tiny but cozy apartment he fell asleep shortly afterwards. The sound of soft snoring soon followed, harmonious with the central air blowing gently from the floor.

The blinds were closed to block out the flashing neon lights right across the street. The sound of music faintly penetrated the walls, but Austin hardly heard it when awake anymore much less in his sleep. He was soon so sound asleep in fact that he did not hear a couple other noises far nearer than the nocturnal activity outside.

The first of these series of sounds came across as a queer sort of buzz somewhere else in the apartment. The second was a padded thump followed by what might be described as a wet sizzling sporadically sounding on and off before it stopped before the bedroom door.

One could almost feel rather than hear the pair of eyes peeking through the crack of the already open door to see what went on inside. The door pushed open. It did not squeak and did not quite touch the wall before stopping, but it was at this time that Austin began to slowly rouse. He would have likely woken on his own within a moment or so, but before he could so much as open his eyes he felt a rough kick on the side of his bed at which he immediately jumped upright in alarm with a gasp.


	2. A Strong Chance of Thunderstorms

JMJ

ONE: A STRONG CHANCE OF THUNDERSTORMS

"Wake up," growled a voice simultaneous with Austin already doing so.

He was not so farsighted that he could not perceive that the glowing yellow face and jeweled flame blue orbs sunken into a black abyss inside the cranium inches from his face was nothing normal. After focusing his eyes as well as he could for about two seconds he was frozen stiff trapped beneath those inhuman eyes.

" _Wah_!" Austin then cried bolting backwards, and he hit his head against the headboard with a moan.

Just waking to an angry clenching set of teeth in one's face would have been bad enough to make anyone scream, but Austin knew before he opened his eyes a second time who that monster was. Most people had thought him gone from the scene, but larger than life proof lit up his entire bedroom that Electro was as live a wire as ever and burning hot.

He almost seemed to hiss, but it was difficult to say whether it was the electricity or from his voice before he spoke again in a low and dangerous tone, "Old Doc Ock's little spawn…"

Still breathing heavily with eyes wide and his head against the headboard, Austin at least clamped his gaping mouth shut enough to orient himself to say, "What do you want?"

"What do you think I want?" growled Electro. "You think I came here to have a coke? If you can cure Allen, you can cure me. In fact you _will_ cure me. If not one Octavius at least another will."

In spite of his fear, and justly felt as it was, Austin could not help the frown that appeared on his face.

"You didn't need to break into my house in the middle of the night to ask me that," said Austin. "It's no secret what I do. If you come down to the lab tomorrow—"

An eerie laugh escaped Electro, drowning out Austin's voice. All dark anger and long anxiety released in that humorless sound.

"No, doc," he said then more dangerously than before as he clutched the blanket on Austin's bed like a cat flexing its claws. "Now. Or I'll turn your bed into an exploding a funeral pyre. Got it? Now. Get up."

Cringing and squeezing his eyes shut as he had been while Electro threatened with the dry heat of the electric pulse radiating over him, Austin nodded quickly. He climbed out of bed and grabbed a bathrobe and his glasses. As he put them both on he said, "I can't exactly do it right here in my bedroom, you know." He turned to Electro again as he flipped on the switch of the overhead light.

With the deepest scrutiny Electro stared back at him as though he did not comprehend what Austin had said, but just before Austin could speak again, Electro made a face and said with the utmost disgust, "You look just like him."

Austin's eyes faltered just a little. It was no secret to him that Doctor Octopus had led the Sinister Six and that one of its prime members had been Electro. He had known the basic super history of New York City's from an early age. Even if his parents had told him nothing, the television and internet had more information than a comic convention. But he had to admit in that quick diversion of thought in a flicker of a puckered brow, that he had never in his life thought deeply about the fact that the Sinister Six had been in a sense comrades in arms even if their relationships had been warped.

Then Austin hardened his face again as though putting a helmet back onto his head.

The heat of Electro's anger returned as well.

"Well?!" he growled.

"Well! I can't just magically cure you," retorted Austin. "I am aware of your case and that it was an accident. You have no physical connection with the work of the underworld to purposely create super villains. And even if you did. The equipment is at the lab, and I'll need scanners, and my machine, and in your case well—! I'm not a wizard! I'm a scientist and these things can't just be—"

"SHUT UP!" Electro cried throwing his arms out over him, which in his case meant also a few flying sparks.

The light bulb above them cracked and shattered, and a deep boom sounded from beneath them.

Involuntarily, Austin stumbled back into his dresser, knocking a few things off onto the floor as he let out a small cry, but he did not have time to recuperate before Electro slammed his hand into the wall behind him. Its sailing past his head had been so close that it singed the ends of his messy hair and the burning sparks cracked like a welder next to his ear. But the second hand was the main attraction as Electro built up a powerful spark continuously flowing like a firework fountain yellow and blue from his palm and sprinkling at his fingertips. This he held in front of Austin's face for the warning weapon.

"If you kill me," whispered Austin with a gulp. "I won't be able to help you at all."

"Don't treat me like an idiot. I know what scientists are," hissed Electro. "Little creeps who will do anything because they _can_ and then look down on everyone else because they don't see why anyone would _dare_ question their almighty godly powers. And as for killing you. I know what can and cannot kill a person. Lemme tell you, doc. I can cause a _lot_ of pain for a _long_ time before actually killing you. No thanks to scientists I had plenty of time to figure stuff like that out!"

 _The only one showing off their almighty powers right now is you_ , thought Austin sourly, but he kept civil this time even if his unexpected and rather rude guest did not.

"Alright, I'm sorry," said Austin as calmly and sincerely as he could manage after a moment or so. He sighed. "Then I'll call a cab, and we'll go down to the lab right now. I'll need to run some tests first, and it will take some time to analyze so that I can adjust the process correctly."

"You have tonight," warned Electro, but he did withdraw the sparkling star from his palm. "And I'm not going to have the whole world know about this. It's just you and me."

"If it doesn't work correctly, it's highly possible that you will die," said Austin.

"You better hope it doesn't mean nothing happens at all, doc," retorted Electro. "Or you'll be the one dying. You're a scientist. Be resourceful." He paused. "Is anyone else at the lab?"

"Not right now, but—"

"Can you bring the scanners here?"

"Well," said Austin with care, "aside from the fact that I think you short circuited the entire apartment complex, my apartment doesn't have the power to hold such a vast amount of power as will be needed to—"

An impatient growl escaped Electro then. Sputtering bolts spun around him and leapt out with their jagged tongues. There was no time for Austin to get out of the way before one particular spark suddenly took a great leap through his entire body. Before the full affect of the pain could be felt the leap turned him out like a light bulb to a blackout darker than his apartment's…

#

A heavy numbing pain was the first sensation Austin awoke to—that and throbbing in the back of his head which he assumed had been from his fall. A painful moan erupted from deep within him.

"You talk too much…" came a dark voice hovering above him.

Swallowing upon a sandpaper throat, Austin whispered hoarsely, "What do you want me to do…? Just tell me. As long as it doesn't harm anyone else I'll do it, just …"

He moaned again, his eyes still closed and he rolled from his back onto his stomach. Raising himself shaking upon his buzzed arms, he fluttered his eyes lids open now and glanced up weakly at the super villain standing not far away in a looming sort of manner. Their eyes met briefly and bitterly, and then Austin closed his eyes again as he gathered himself first onto his knees, and then with the help of his bed post he managed to get to his feet more or less.

"Just cure me," said Electro. "Like you did Mark Allen."

"Then…let me…let me call a cab," said Austin struggling to maintain himself, leaning over against his bed post. "I promise. No one else will know. But I can't do it here. I could maybe do some research on the particulars of your case at home first but nothing can actually be done until I can get to the equipment. Please."

Electro glowered a moment, but his electric pulse did not flare this time. After a moment of consideration he said, "Do it."

Austin nodded and taking his still undamaged cell phone from a drawer he began to dial for the cab.

#

Now dressed and seated on the couch outside his bedroom, Austin, with a mug of strong black tea and his laptop in front of him, remained occupied under the watchful eye of his captor as they both awaited the arrival of the cab within the next half hour. The internet could not get him much information save that on the scientific development behind the electric eels which had been the initial cause of the accident. It all seemed rather bizarre that the genetic experiment could be transferred so simply to an outside host. There had to be more to it than that. Something perhaps that not even those involved with the original case had discovered. The rest of what the internet told was little more than common knowledge or things that Electro could easily tell him himself, if he could calm down long enough to do so—not that Austin was willing to experiment with Electro's temper.

He was stalling really, and making an excuse not to look at Electro. One wrong glance sent him into a passion, and Austin had already been electrocuted once.

When the cab arrived Electro sealed himself up in his suit and took his things, which he left at the door. A jacket and a hat. It was summer, but it was better to look out of season and still manage to hide a little bit of him, especially in the darkened apartment.

In the halls there were some people about, upset that their electricity had gone out, but with no bright lights and with everyone quite preoccupied with talk about the fuse box and other such subjects no one paid any attention to Austin or Electro as they went down the back stairs to the cab. The cab driver himself asked them no questions except where they were going and about the pay. Thus they arrived at the lab in silence; though, Austin felt the oppressive glare of an aged and soured anger the entire way.

Once at the building, which was a small place with few people actually working in it, Austin unlocked the door and led Electro inside.

Electro looked around suspiciously as Austin turned on the lights. He did not look altogether satisfied, but he was too impatient to look around long as he turned roughly to Austin with the words, "How fast can you do this?"

"I don't know," said Austin quietly and avoiding eye contact as he began at once to look over some of the scanners. "To make sure everything went well Mr. Allen came and went several times in the course of weeks and—"

"I know!" snapped Electro. "I was scoffing just like everyone else when I first heard about what you were doing! But when I found out he was cured—!You don't have weeks, alright? I've been waiting thirty years too long already."

Austin nodded solemnly. He was setting everything up as quickly as he could, but he did pause during that nod to wonder who else might have been unpleasantly surprised by Austin's success. Who, less volatile perhaps than Electro but no less dangerous, in the long run? After all, he had come to New York City with the purpose to cure people like Maxwell Dillon, but there would be people who liked the status quo who would not be as misguidedly ecstatic as Electro about this if he cured too many.

"Are you patronizing me?"

Austin jumped. "No. No. I'm concerned that if we rush this, you will die. Electrocuted to death into dust! Don't you understand that?"

" _Thirty years._ How can _you_ understand _that_? You're not even thirty years old! Do you think I care! I'd rather die than stay like this a minute longer! Not with the chance so close! And you _do_ owe me! That creep lied to me! I fell for him like an _idiot_! And he's too much of a jerk to come here himself and sends his spawn here instead."

Austin sighed irately but said nothing.

"And not for me but that Molten Man! What's old doc's game now? How come he's not just in prison! They let him waltz free out of Ravencroft three years after sitting around doing nothing. He abandoned me to rot there! I could _never_ be free, and he didn't even _want_ to be normal! I don't know what he wanted. He was a nut."

" _Yes_ , he was a nut!" snapped Austin, but he quickly digressed, and folding his hands together calmly he said, "I'll work faster if you please simply—"

"Then WORK!" growled Electro, but he stopped ranting.

With the scanners hooked up to an elaborate computer system, Austin then had to politely and gently ask his patient to sit down and allow the scan. At first Electro seemed rather preoccupied with his own brooding thoughts as with arms tightly crossed he stared up at a long skinny window stretching out along the ceiling.

"Mr. …" Austin interrupted a second time, and again Electro interrupted him.

" _Electro_!" he growled deep in the throat.

Austin nodded. "Electro. Electro."

"Nothing else…" hissed the other.

"Would you like to begin, Electro?"

The response glare was deadly but not any more so than any other of his glares. Its only difference was its sort of "No duh, freak," conveyed through it to Austin. Again Austin nodded and as Electro slumped down with arched shoulders where Austin indicated, Austin lowered a piece of machinery above his head and turned on the scanner.

"So?" demanded Electro.

Austin had little idea how much more patience Electro had actually earned since his first appearance, but then it was likely not so much as earned patience as a mind beginning to weary, perhaps even to lose cognitive power. Thirty years was a long time to carry such weight even through one's own making. Thirty years was also a long time to have electricity pulsing through one's brain whether altered to survive it more or less or not.

Austin worked on conscious always of Electro's time limit. Tonight. Austin probably had until when other staff arrived in the morning.

Wiping sweat from his brow, he answered Electro, "Just give me a moment."

Sparks sounded behind Austin, and although he cringed he did not look back from his chair in front of the computer.

He took up his findings as quickly as he could, and then he needed to transfer them to the machine that would actually return his body to a normal state, at least in theory. It was surprisingly not much different from Mark Allen's physical change than Austin had first supposed.

Curious.

Now came the part of Austin's true invention. It was not so much one machine as a process with much equipment. There would not be much adjustment necessary from his work with Mr. Allen, but one thing concerned Austin. That was that he would need enough power to overpower Electro's power. This lab had access to a lot of electricity, but so much power at once in the equipment …

It was either that or get fried, or possibly someone else getting fried arriving at the lab at the wrong time.

Thus the extra power was set up. The adjustments were made. Austin had to do it fast too once it started or Electro would melt anything he attached to him. He was hotter at the core than Molten Man in molten form, which had been necessary to induce in order to cure Mark Allen. The equipment could take a lot of heat, but raw power … He had no time to account for that.

"How low can you lower the flow of electricity on a specific portion on your body," asked Austin. "I know that suit contains the flow from going out of control, but after so long a time perhaps you've managed something of the sort?"

Electro frowned.

"If this goes wrong," said Austin. "There could be nothing but a crater here once I turn everything on."

There was a short but harrowing pause before Electro consented to try to do as Austin asked.

Austin tried not to let his sigh of relief be too noticeable, but Electro merely glared in passing at noticing it anyway.

"Don't worry, doc," he said once Austin had hooked him up without any hindrances thus far. "If you're worried about dying from electrocution by the way you're talking that'll probably happen either way, won't it?"

Lowering his head, Austin turned slowly to the computer monitoring the patent. There was a surprisingly normal heartbeat, at least in rhythm for it was a lot different in pressure. Its entire physiology was different. Even if everything else, there was little chance in this quick and frantic set up that that heart would survive the transformation. But then neither was there much chance that he would survive this either.

"Do it," said Electro. "No suspense."

Austin swallowed hard. "No suspense," he agreed, and started up the machine.

#

From far away the lab looked normal enough. A light shown from within, but no one would think anything in a city like this. From the silent rooftops it was dwarfed by other much taller buildings. Of course there was no one to take in the view from the rooftops. At least there was not until at the sound of a swooping shot quiet and rapid, a sudden web appeared, and Spidergirl swung by. She was a couple blocks over on her way home from stopping late night criminal activity, but she did not have to be across the street to be overcome with the impact of the sudden explosion.

Windows shattered as from an earthquake's impact. Spidergirl too lost her bearing for a few seconds until she sent up another web-shot.

 _Whoa_ , she thought. _I know the weatherman predicted thunder early this morning, but that so can't be what he was talking about._

Swinging up she landed on the side of a building to peer through an alleyway, and she saw the explosion site. Leaping up onto the roof she saw the entirety of the damage at a close enough range. There was not quite a crater as Austin had suggested, but the ashen and still flaming remains were disastrous enough.

There did not seem to be anyone about; though someone's car alarm had gone off in the distance.

Cocking her head with care to one side, Spidergirl then leapt over to investigate.

The first thing she noticed in a pile of rubble on a damaged board or bench was a figure lying flat on its back in a blackened suit. Her first impulse was to go to investigate that, but just as she landed she was arrested by the sound of a moan in the rubble of brick, metal, plastic and wires, and the distinct movement of a living hand could be seen shakily grasping out from under its body's prison.

She dove down, easily pushing all rubble aside to see the little man still wearing half of his broken glasses. Although even without the mask the man would not have seen her frown as he coughed into the ground. Despite herself, she thought immediately of a mad scientist up to no good, but that would not stop her from helping him right now whether or not this explosion helped him learn his lesson.

"Are you alright?" she asked with concern.

Police and fire engine sirens were approaching already.

The young frazzled scientist shook his head and moved away from the help she offered him as he looked up at the table.

"Is he dead?" asked the scientist in a miserable crack. It seemed almost too sincere and concerned a tone to think of him as being a mad scientist. As he spoke the rest of his glasses fell off of his face, and he managed to lift himself up enough to look at the unmoving figure on the table.

Spidergirl spun around towards it too.

"Who is that?" she asked and going over to the figure she saw a face that was not burnt despite the suit's blackened state.

She could not say she recognized it but it was strange the contrast between the suit and the face, but although not burnt it did look queer. Pale, mottled, and completely hairless. The eyes were pressed shut as though glued together. Nevertheless she put a finger to the neck and indeed felt a pulse.

"He's alive," she said. Then she turned to Austin. "Who are you? What's going on here?"

"My name," said Austin wearily as he closed his eyes beneath heavy bangs with a great relief. "Is Austin Octavius. This was a hard-pressed situation in which I was rushed beyond what should have been allowed in order to repeat the cure of Mark Allen. That, if he is able to regain consciousness, is Maxwell Dillon freed from his curse."

Spidergirl straightened in surprise. "That's _Electro_!?" she demanded.

But Austin's only response was to sink again on what remained of the floor and fall into unconsciousness himself.


	3. Aftermath, Preambles, and the Plunge

JMJ

CHAPTER TWO: AFTERMATH, PREAMBLES, AND THE PLUNGE

The television usually remained a lonely specimen except when someone went in to turn on the stereo to which the speakers in the living room were hooked up. It had been abandoned for some time by the children who used to watch cartoons and library movies there. In a sort of den it sat with a cabinet's sliding door to close it up so that it would not get dusty, for with the woman of the house being almost entirely a reader and the man of the house usually far too occupied with his own thoughts and hobby of making gadgets to bother with talking heads on a TV screen, who would use it? But as Otto had been too completely occupied of late to look the weather up on the internet, Rosie had recently taken up turning on the weather before Otto went to work.

Yesterday there had been talk of a storm brewing from Lake Superior for today and possible flooding. So as she flipped the switch and waited, with a cup of tea on the coffee table she was especially keen to see if this would take effect. Having retired a year ago now she felt no huge hurry, except to catch Otto before he left the door.

She picked up a magazine, while the newsman spoke of other non-weather related events, and half read instead while she waited for the desired information.

Otto walked past from the bathroom and did not seem to hear the talk of explosions or New York City or science experiments. Rosalie Octavius guessed that he had however and was purposely ignoring it. With or without Austin's presence there, he had done little but grumble whenever madness in New York was mentioned on television, which he did now as he passed on into the kitchen.

Suddenly Rosie looked up at the screen, but it was a delayed reaction that Otto heard the name "Austin Octavius" tossed about among those other phrases.

" _What_?" he could be heard demanding.

Rosie jumped, but woken from the screen which her eyes had seared, she looked up alarm as Otto burst into the room with leering intensity and an open jacket waving.

It was quickly made known that Austin was alive but in the hospital along with the kidnapper of the story. The cause and name of the kidnapper at the explosion was made known before too long.

A sort of territorial expression overcame Otto as he growled, "Maxwell…!" as though he was just in the next room to overhear him.

Looking to the screen a few seconds and back again, Rosie frowned.

"I hope you're delighted, Electro," Otto muttered darkly. "Ecstatic." He shook his head. "Complete and utter moron! I'll kill him! Storm New York City and throttle him in bed myself!"

"Otto. You don't mean that," said Rosie calmly.

He flashed an unpleasant scowl at Rosie, but he did not disagree. "No," he said seething. "Perhaps that would be too painless a way to go."

And he left with a theatrical air.

Despite the seriousness of the situation and her own worry for Austin, Rosie could not help but be reminded of what she often said in a kindly tease about Otto, that he was more of a mother bear for his children than she was. He always had been …

Although Canadian by birth she had wound up working as a college professor in English literature at a school near Coventry in England. Their paths had crossed in an almost impossibility, the New Yorker staying with his sister's family for less than a year. He had been considering living in the city permanently and had thought of trying to secure a job at the same school as she. They were more welcoming of an X-super villain than one would expect. One might have called it 'covetous', really, in the case of the queer science dean. But Rosie had known nothing of his past when she met him after her class. She had been somehow smitten instantly in a way that she might have ignored, for when she met him on the college steps she knew that it would not be easy. In the end she knew it was only worth it. She had laughed at the time of their marriage in fact, thinking how silly it was, her falling in love with some X-criminal like she was living some old school Western, or even some silly soap opera parody, except that it felt far more right than that. And when their family became four she knew too that Otto had needed this as much as his children needed him. Someone to guard; someone to stand up for. He had a difficult time showing concern for other people except for his family.

#

The first contact from the outside world in his little hospital room was a phone call. In a groggy state Austin felt rather confused at first that someone should call him. But then not quite reoriented from the events of that stormy night, a lot did not quite make sense yet.

His right hand was bandaged up tight from a burn in the palm and a broken finger, but his left hand had fortunately escaped with only a minor scratch. Taking the phone from the nurse, he was not surprised but a little unprepared to hear that the caller was his mother.

"Hi, Mom," Austin cracked in what had been meant to be a friendly voice, its broken sound took him off guard, and he cleared his throat.

His mother could be heard thanking God nevertheless that Austin was there to be spoken to at all.

"How'd you find out I was even here?" asked Austin.

"Dr. McKean called me," said his mother.

Dr. McKean was the senior scientist at the laboratory where Austin worked. Or at least … well, he had worked there.

 _The place must certainly be in utter shambles_ , he thought.

The events were only remembered hazily, but Austin did remember being trapped under the computer equipment that had fallen on him. And was that an image of Spidergirl he recalled?

Austin shook his head.

"We saw it on the news, what happened," said Rosie.

"You did?" Austin could not help feeling guilty.

"Are you alright?"

"I—I—I'm alright," said Austin. "I mean, as well as can be expected, given the explosion and all." He paused. "How much did they say on the news?"

"That the explosion was caused by an overload of the equipment at the lab and that you had been pretty fairly kidnapped into working to cure one of the criminals of the old days."

Austin frowned. "But who said that? I … couldn't've …"

"The reporters said that some of the information they received from Spidergirl and from surmising from the fact that your kidnapper was identified."

 _So that part with Spidergirl had been real, after all_ , thought Austin.

"How did, uh," Austin then said clearing his throat a second time. "Dad take it?"

"Oh, don't worry about him," said Rosie. "He's fine, especially now that he'll hear you're on the mend. And we heard you survived the explosion right away."

"But he's upset …" said Austin.

"Of course, he's upset. Yes, he did a bit of ranting about Electro last night, but he's fine, I promise you. I'm taking care of him."

Austin released a sort of half moan half sigh.

"I'll have him call you on his lunch break," said Rosie.

Although he could have retired by now, Otto Octavius continued at his work at the university in Duluth where they lived. He would not retire, Otto once said, until Austin returned in one piece and without deformity.

"He tried calling," Rosie added, "your cell phone yesterday, but…"

As his mother let her sentence drop off Austin remembered Otto saying dryly, "They won't be happy. The best revenge in New York City is not death, but a curse of living hell. And even unhampered scientists minding their merry own business can descend into that curse like a doctor among lepers as easily as a teacher can get a paper cut."

With that statement in mind, Austin nodded as he had to his father. "Okay," he said.

#

Upon his return to his apartment, Austin took note in the door handle or rather that it was missing from his apartment door.

"Great," he muttered.

He had been far too busy with a certain elemental maniac to have thought about a fried out doorknob on the living room floor that night. No one had done a thing to protect his door in his absence and the fact that the door was open a crack could only mean the worst.

Having stepped inside it did not take long to find his hypothesis a reality. Laptop gone, some kitchen appliances—not to mention money. Immediately he knew picked up the land phone to cancel his credit cards so that at least his non-cash could be salvageable. At least he had not had very much on his debit card so that between cash and the debit card he had lost about six hundred dollars. But it would even out with fixing the damage to the apartment. Insurance did not cover damage by super villains all the time. At least the electricity was on again and his refrigerator was still intact.

He opened the fridge.

"Cheese and bread gone," he muttered as he examined the contents. "Apparently the thief was a vegetarian or doesn't like roast beef lunch meat."

With a roll of his eyes he picked the doorknob then off of the floor, and he set to work with buying a new one.

#

About three months later, late September, Austin found himself on the subway to work. He and his fellow scientists had a temporary setup at the university for now until their lab could be rebuilt. No one blamed Austin for what had happened, but Austin could not help but feel bad about it. He was nearly finished with rebuilding his machine however and at least he had that to be optimistic about.

That and, as everyone kept telling him, the fact that Electro had become human again at all. Considering the time and strain Austin had been under to cure him, most considered it truly spectacular. There had as of yet been no news that Max Dillon was well, and Austin could not consider it a success unless he knew that Max would live. The situation had been so unorthodox besides that Austin could not believe why people did not understand that part of it must have been chance that Electro had not died on the spot. A quiet perfectionist was Dr. Austin Octavius like his father. Though, fortunate for his character he did possess his mother's natural buoyancy not to get upset about it.

Leaning with an arm on the edge of the window he looked thoughtfully out at the passing blur of grey and brown of the tunnel surrounding him. Nothing heavy passed through his mind more than a request for a magazine to interview him from which he had been declining from for the past week and a half. He felt he had talked to enough people about the Electro incident.

As if on cue to his thought of the press, with that last thought, his cell phone rang.

He turned it on, only to realize he had missed the call. There had hardly been long enough a time for a person to answer without having been waiting for the call on a timer. However, he had not been able to put his phone back in his pocket again before a text message was left in place of the call. Perhaps it was an impatient friend of his he knew well enough. He was not concerned, but after he calmly, almost half asleep in his efforts, read the words, he did a double take, and his eyes grew wide.

 _Do you know what happened to Dr. Octavius in 2008?_

Stiffening a few seconds with a faint cringe, Austin tried to find out who the sender was. He tried to call whoever had sent the message, but it ended in no result.

The image of someone strapping him down in order to repeat what happened to Otto Octavius to Austin Octavius flashed through his mind. The great sun of his father's old experiments was prepared anew for its utter demise, and it must be admitted that it was not the first time Austin had pictured what it must have felt like to have those tiny spiky probes clamping into one's spine like a thousand metal ticks and this would be before the actual welding of it to be one with his body in a cyborg-like state. As a child he had contemplated it when he had first learned the true reason why his father could not lift heavy objects. Thus his mind had little difficulty altering the image to be himself undergoing the experience in such a way as idiotic as it would be for someone to reattempt to accident as a form of torture.

Perhaps this was a threat instead to attempt to repeat the experiment on his nearly seventy-year-old father if Austin did not give up his fight.

The message could be merely a prank of some sort. It would not have been the first time someone had teased him for his family relation. There was nothing Austin could do about it at the present anyway. Thus returning his phone to his pocket he snorted at the paranoid scenarios popping into his head; though he could not get himself to ignore them entirely.

 _I've done nothing to warrant anyone's anger yet_ , he tried telling himself. _Eventually, yes, but not yet._

Molten Man had already been forgotten by his masters by the time Austin had approached him. Electro had never been under the control or even employ of anyone but Doctor Octopus, and he was taken care of long ago and accounted for.

Was Austin considered a threat only potentially?

Austin shook his head.

No one said this was a threat note at all. Not even an empty threat.

He could not jump to conclusions.

Austin had made no impact on the greater scheme of things. Again, there was no evidence about how well Max Dillon was recovering.

With a sigh, Austin found this message at last solidified him in his aims either way rather than make him feel unsure. Thus his determined spirits were in top form when as he arrived at his new location Dr. McKean took him aside to tell him that a new patient had been trying to reach Dr. Octavius.

#

Morris Bench.

As Hydroman he had been practically invincible, but his motivation as a villain had been short lived. Only twice had he been a member of the Sinister Six: first under Doctor Octopus and second under Sandman's trying to revive it in its creator's absence. That temporary meld he had undergone being trapped with Sandman had not helped any either.

A sort of half accident had caused the demolitions expert his sudden resignation. At the wrong place at the wrong time, as Bench explained it. He only discovered later that he had been working just behind an experiment meant for another man but had, through a faulty and completely ridiculous chain of events, affected him instead and not in the way the experimenters had hoped either. He became a force more uncontrollable than any before him. Furious and fast and almost giddy after his first appearance he was what one might term a happy villain in an insane sort of way. So angry he was happy, delirious. Found it a great joke in making stolen goods his buried treasure.

However initial emotions had long since subsided. He had been in confinement for years without an escape attempt, and after those years of a nearly completely solitary and soggy life in a specialized containment unit when it reached him that someone was willing to attempt recovery he decided he had nothing to lose. He took that chance, for he was more than willing now however inefficient the little scientist looked.

But perhaps it was pride, perhaps overconfidence, perhaps nervousness on Austin's part—some people wondered if it had somehow been sabotaged by a third party— but whatever the reason the end result had not been as hoped. In Mr. Bench's return to normal state something had not quite been accurately calculated out. In mid-transformation, nearly completely human at the cellular level, the liquid still inside him drowned him.


	4. The Shadow that Blew Away

JMJ

CHAPTER THREE: THE SHADOW THAT BLEW AWAY

As a stone dropped into the sea, Austin felt plunged into an inky abyss. It was not his fault, he knew, but the irony dragged heavily upon him as an anchor keeping him from bobbing back to the surface. It could not have been more official the way he had managed affairs with Morris Bench. He had taken his time. He had worked hard and diligently over the course of weeks. Of course Austin was not unhappy that Mr. Dillon lived, but it did not make sense that Mr. Dillon should survive a night of rushed and fearful work on Austin's part, and Mr. Bench had not survived in the manner Austin had constantly told Electro that he should have gone about allowing Austin to help.

A few days after the tragedy, he found himself blown in on a breeze that sprayed him with street dust into a little café. He was half eating a bowl of soup when he received another text from the same anonymous source as before. This only added to Austin's already disconcerted mind.

 _Do you know why someone skewered the worm and made stewed octopus_?

Austin glowered, and after a moment he let out a snort as he straightened in his seat.

His sudden start and noise aroused a nearby customer's attention. The way the man frowned at him, Austin thought it possible that the other may not have known he had been even there until just then. He was not the only one in his own world, apparently, for Austin had not fully been aware of the other either. Looking up at him with eyes meeting briefly Austin cleared his throat a tad sheepishly and lowered his head to the table again.

Someone was trying to scare him, but he or she was not doing a good enough job. So they knew who Doctor Octopus was. Anyone could look it up. It was no secret. Whole fan sites could be found dedicated to Doc Ock with every scrap of information a person could want. Though it must be admitted that who or what created Doctor Octopus from a nervous little scientist was unclear. Austin had for some time gone with the theory that it had been just an accident. As his father told him, it could not have been Spiderman as Doctor Octopus had thought, but there had been other theories, including someone other than Spiderman attempting to murder him.

Maybe the caller was just some nerd going overboard from one of those sites. Someone that wanted the return of Doctor Octopus without actually knowing what that truly meant.

 _Well, have I got news for you_ , thought Austin deleting the message. _I …_

His thoughts trailed off as he felt the eyes of that man again upon him. Slowly lifting his head and turning behind him a couple tables down across the way, he raised a questioning brow to the spectator. He knew that the man's eyes had never left him. And they were a pair of queer, dark, penetrating eyes. However, this time when their eyes met it was the other that diverted his direction self-consciously to his hands folded together on the table.

It was then that Austin noticed too that the man had nothing in front of him but an empty coffee cup. He did not have a newspaper, magazine, or phone to occupy him. He did not even have a menu to look at much less lunch, and the empty coffee cup could have been taken from the center of the table from next to its partner.

 _Alright, now that's just being paranoid_ , Austin told himself. _You're the one acting strange. So that guy has nothing better to do than stare. Maybe he recognizes my picture from somewhere for all I know._

Not that he looked like the type to read science journals, but one never knew.

Rising from his seat then, Austin felt he had lost his appetite anyway, and leaving his pay he asked for a Styrofoam bowl to carry his soup away in. At the door he paused once more to glance back at the man still sitting at the table as a waitress came to wait on him.

He looked like he might have been pulled out from a picture of New York City construction workers eating lunch on naked beams fifty feet off the ground. Maybe the long overcoat and broad brimmed hat gave off the sense of retrospect, but it was a certain amount of keenness that had been in his eyes before he had diverted them that had made Austin think more of Alfred Hitchcock than other vintage imagery. Although the man looked normal enough now Austin could not get that image out of his head. It was as if the man had been posted there to keep a physical eye on Austin in case the phone messages were not good enough to make Austin leave town.

Shaking his head, thoroughly annoyed with himself, Austin moved on and pulled up his coat against a sudden damp chill breeze. It was a soggy sort of autumn day. Rain had come down in pours yesterday, and Austin had an umbrella with him in the likelihood that it would rain again today this afternoon.

It would be faster to walk than take a cab, for his apartment was not far away. As he made his way along thinking about the messages and the man at the café he also could not help but think if the man was a sort of spy he was doing a terrible job unless Austin was meant to notice him. Besides looking like he could get a job in construction easily, the man also looked like one who could easily be hired as a heavy. He hurried to the apartment faster now and did not slow down until he reached the steps.

#

"Their offering you a job," said Pr. Krafton as she picked up her things for lunch.

"Yes," said Austin slowly as he looked down at the upmarket letterhead above the new letter. It possessed the sort of logo circular in shape and design but without any real clear meaning behind it like so many others in such companies.

Seated in a chair in front of where it lay on the table in front of him, Austin cupped his chin in his hand but could not think but that he had been offered a job on the Death Star. Of course its original and quite corrupt owner had died by now, but in some ways it made it worse, for an already successful and corrupt business will be most-likely bought by an already more successful and corrupt businessman. Mr. Osborn's son Harry Osborn, the rightful inheritor, had long since left New York City to start a new business in Oregon that dealt with interior and exterior design and left scientific endeavors out of it. If even his son wanted to escape it, it was no doubt still an evil empire, and Austin knew well enough what the company was trying to do with him at the very least.

"They're trying to buy me out like a pharmaceutical company after someone comes up with a better drug than they offer," said Austin quietly. "They're the ones who created the epidemic, if you want to stick with that."

"But it was run by an entirely different group of people then," said Pr. Krafton. "And there's little proof that's where anything came from except that Globulin Green that created the Green Goblin. They could fund you better in your work anyway."

If there was one thing Otto Octavius never spoke about it was his work at Oscorp—not his pet project with nuclear energy and a mini sun, but the work that Mr. Osborn gave him. The silence was more than enough to explain it to Austin. His mother once said that he felt worse about Orscorp than about anything he had done as Doctor Octopus.

Pr. Krafton worked in the science department of the university and did not work normally with the scientists that Austin had grown to know. They were an independent agency of sorts. Dr. McKean had thrown the life saver to Austin in his work. Austin would not have gone anywhere with his project without his help. He was what one might call a "conspiracy nut", the type that believed in the dead scientist list and never bothered with the mainstream science that was shown on public television. Though perhaps a tad eccentric to the point that his good friends often called him the old mad scientist, Austin believed most of what Dr. McKean said to the degree that once independent one cannot trust those who would wish to subdue their work, put a price on it, and slap in packages after watering it down; and it was no conspiracy, Austin knew too well with or without Otto's telling him, that the super villains of New York City got their boost from Mr. Osborn.

"I'm happy where I am," said Austin.

"You still haven't been able to rebuild Dr. McKean's facility yet, and your time at the university is running out. Especially since …" Pr. Krafton's voice trailed off.

Without looking up at her, Austin now had his chin upon both hands as he leaned over the table on his elbows thoughtfully with his eyes on the window. "The death of Morris Bench," he muttered.

Pr. Krafton sighed. "I know it wasn't your fault. You can't blame yourself for that."

"The university does," Austin remarked.

"But that's why I think you should take this chance," said Pr. Krafton. "I believe in your work. It's awesome how you came down here from the northern wilderness to do this like some Viking warrior descending into the deep."

"How poetic," Austin laughed, and at last turned to the woman in question. "Then believe that it must remain independent to work."

Thus as Pr. Krafton departed for lunch, Austin wrote immediately back to Oscorp to politely decline from their invitation.

 _Besides_ , he thought with a little amusement in spite of the situation, _if Dad found out I got a job at Oscorp, he'd hogtie me back to the 'northern wilderness' with the force of ten Vikings, ship and all._

And he smiled as he sealed the envelope kindly provided by the new improved Oscorp Industries with its sleek letterhead gleaming emerald-green as though in honor of its glory days when its master was one of Spiderman's greatest foes, and he went to mail his letter.

Once that had been settled he decided that after a quick lunch he would go for a walk to clear his head.

Central Park was the only place in New York City where he felt one could accomplish this.

He did not mind city life and had spent time in Minneapolis, Coventry and London, but there was the fact that his time spent in Duluth had touched a side of him that never left. From eleven years old to high school he had lived there so that it was truly where he grew up. Although Duluth was about as civilized a community as one could get, it had a backyard as wild as a new frontier for one who had spent early childhood in a city like Coventry. Over the lake and among the sharp stones and ragged pines seemed almost to be on the verge of swallowing the structures of man up. He was not exactly a hiker by nature, but one would have to be a fool not to want to see what such a landscape had to offer so that there was a time when he would go out among the forests very often even if only for scientific curiosity. But it was a sort of freedom that one does not realize one has until it is gone.

One might not think to miss rivers and trees, but trapped in the jungle of the Big Apple was sometimes a stifling and almost claustrophobic experience. Certainly one was never alone in Central Park, but the sight of people was not in any way bothersome to Austin. What Austin wanted was just the sight of natural green after so much artificial green in Oscorp's new logo. The other people never bothered him but today especially, they made it feel safer than otherwise at a time when he was trying desperately to shake the feeling that he was being watched.

But going to the park did not help in that regard, for as he was making his way down the sidewalk a familiar hat and coat caught his eye.

Austin almost staggered as he turned to look at that man, and yes, it was the man from the café. From far away he looked more like a cliché noir character than ever in his dusty colored coat with color standing up to shield the lower half of his face and a broad brimmed hat shielding the top half. Austin did not need to see his eyes to perceive that penetrating stare, but only for a moment or two. After being caught in the sight of Austin's vision for that time, the man then turned causally enough as though to leave. Austin watched him with scrutiny until he disappeared behind a corner of trees. Then with a disgruntled sigh, Austin went on his way again trying to tell himself that it might not have been the same person and that it was just paranoia, but just as he was getting relaxed again, staring into the fountain, now shut down for the winter, he felt again a presence very near.

It had to be just someone else staring into the fountain, but there was more room for personal space than that. At last he had determined to face whomever it was even if only to say good afternoon, but as he turned he saw the most frightful thing in such a situation. He turned and saw no one.

Looking around him left to right and behind, not one person was close enough to have fled in the time that Austin turned. He looked above him too in case the person had simply flown right into the air.

Clamping his mouth shut which had been breathing heavily since his start, he decided it best to go back to work. Even the sound of dry gravel beneath his feet startled him a little, and he hated being so jumpy. He had to have imagined someone was that close behind him. Maybe it was the wind. It had been blowing at his back. He had heard no breathing and did not remember footsteps. The only thing he felt was the presence of a shadow, a shadow that blew away on the wind when he turned around.

As he crossed the street from the park with a mind so wrapped up in itself he did not hear or notice a far more tangible danger than phantom shadows, for just as he was stepping out onto the street a truck was turning a corner. In that split second that both he and the driver looked up and foresaw the coming collision it was too late to stop it.

"Look out!" some voice roared from behind him far too late, but it was from above in which a third party intervened.

The truck skidded and almost tipped, but it managed to steady in time for the driver to continue on. It was a few moments with cars honking around him in the middle of the street however that the driver had to look about to see what had happened to the little man on the street. The truck was not so large that he could have been knocked underneath it so cleanly, but even climbing out of the truck there was no sign of him. Where he was spirited away he would not have known if it had not been for a couple shouts from around his corner where someone had spotted Spidergirl. The driver sighed with relief, but then frowned with annoyance that the little man had not been looking where he was going.

 _He even lost his hat,_ the driver thought watching a hat, which though familiar to Austin was not his, as it blew away long the curb.

Austin hardly knew where he had spirited away himself before he felt the solidity of a rooftop beneath his feet.

"You okay?"

Austin jumped in surprise to see Spidergirl, but he was quite relieved it was her, nonetheless.

"I saw you in the park," she said. "And I thought I recognized you as Dr. Octavius. You looked like someone was chasing you, but either way it's a good thing I saw you." She laughed with a very sanguine frivolity in which Austin although a little awkwardly joined in.

"Yeah, I could've been … run over," he cleared his throat and looked away. "Thanks. Uh. You can probably get me down now."

"Well, just wait a minute!" said Spidergirl. "What's chasing you?"

Austin looked up at her again where she stood staunchly with arms crossed.

" _What's_ chasing me?" he asked.

"What's chasing you?" she urged a second time. "Something was chasing you wasn't it?"

"I … I don't know," said Austin. "If it was not your presence I felt behind me at the fountain I …" he shook his head. "I think there is somebody, but I don't know who."

"Tell me about it. I'm your friendly neighborhood Spidergirl. It's what I do." She sat down leisurely upon a pipe and patted the empty spot beside her. "Siddown. Take a load off. You look like you need it."

Austin made a face but consented.

"I don't know who exactly. It could be anyone," he said as he sat down feeling overall rather uncomfortable.

Spidergirl nodded. The mask hid her expression but her body language was loud enough to almost make up for it.

"He's been following me since yesterday. Maybe longer. This big man that doesn't look like the sort of person who could disappear easily. I think it's related to these stupid texts I keep getting, though," Austin explained.

With a shrug, Spidergirl said, "There are a lot of stupid texts."

"About my relationship with my father …"

"You mean Doctor Octopus," said Spidergirl, suddenly grave enough to satisfy the mood.

"Yes," said Austin darkly.

"I like what you do, Doc," said Spidergirl sincerely. "You're a very interesting person, and I hate to see you like this. You have such pluck normally and this is really shaking you up. I'll tell you what. I can't promise to stick as close as a guardian angel, but I'll keep an eye on you as much as I can, alright?"

"If you want to," said Austin.

"Like I said. It's what I do," said Spidergirl. "And you're in a dangerous arena, you know?" Standing up again, she paused. "Have you told the police yet?"

"Uh, well. No," Austin admitted. "I suppose that would be—"

"Come on," Spidergirl said. "I'll get you back down, and I'll watch you all the way home."

"Well, I have to go back to work first, but—"

Spidergirl laughed. "Right. Sorry. When do you go home?"

"I'll probably leave about five today."

"At the university now, right?" asked Spidergirl nodding. "I'll come back around then and be your silent guard dog."

Austin nodded slowly. "Okay then," he said still feeling altogether very awkward, but when he went home that evening, he felt it a great relief to know she was there.

The sound of a web shooter before he went inside his apartment made him smile at least. She kept her promise. Now if only something would be cleared up about this.

 _The next text or sight of that stalker I see I'll call the police._

His mood was lightening now, and he relaxed almost to normalcy again after supper and a Netflix movie. The music from across the street welcomed him into his room that night, and he looked out the window sleepily as he reached for the blinds, but just as he was about to shut them, he saw again the man.

His eyes widened as he stared down. Although little more than a silhouette unless a car drove by, Austin knew it could be no other man. He no longer had his hat, but he was standing across the street on the curb. Neither wind nor chill seemed to disturb him. Even his coat seemed to blow with less luster than anything else hanging about, and it did not seem to be a heavy coat.

Stepping back a few paces, Austin turned out his light on the nightstand, and then peered out again so see that the man was still there.

A small part of Austin's mind tried to argue that he might have come from the bar, but it was a feeble voice. The man stood like a statue staring up at Austin's window. Directly up at Austin's window and nothing else.

Austin glowered, and reaching for his phone he was about to call the police. No doubt the man would be gone before they arrived. He would disappear into thin air like some pixie from Neverland in a poof of pixie dust!

 _Wait …_

Austin paused thoughtfully, his scowl dissipating.

Pixie dust.

Yes. That was it!

Well, minus the "pixie" part. There was nothing pixie about the situation unless it went back to the old stories in which not all fairies were pretty little ladies. Some ancient fairies were far coarser and carried far more bulk than Tinkerbell. Earthly elemental though, yes, like the dry road sand in his face before he had entered the café, or the dusty gravel beneath his feet when he turned from the fountain. It was a most soggy autumn, and yet Austin had been so caught up in his own fears he had not noticed. Nor had he noticed that that figure at the café, despite coat and hat, had looked very familiar if only from photographs.

Only one shadow Austin knew of could blow as dust on the wind. Now that he thought of it, the coat was rather sandy colored and his missing hat could have been a real hat, for Sandman had never been known to carry any color but on his body and the clothes he always wore.

For a long time Austin stared down at the man standing there like stone until suddenly he moved and began to walk away out of the light of the bar behind him. He never reappeared in another patch of light. One could imagine he only disappeared into the gutter.


	5. The Curse of Faust

JMJ

CHAPTER FOUR: THE CURSE OF FAUST

 _She rode her bike to work every day along a dirt road with a shelter of trees on one side and a sloping sandy hill on the other through which reeds of tall and straw-like grasses poked out like porcupine quills. Along a certain stretch of the road opened a view of the weedy bay and a short and ragged coastline more stony out-croppings than beach. Along most the road, houses dotted here and there, reedy huts, that seemed to grow out of the ground like the grasses which surrounded them, and there were enough people around to make one feel at home._

 _However once one came within the sight of the bay like a sort of foreboding lagoon, there was a sharp corner and a stretch of road that might as well have been miles away from civilization. The trees on the lagoon side grew thicker too blocking the sight of the coast and the grassy dunes grew steeper and more ragged with shrubs like claws digging out from a great beast that lurked beneath the sand waiting to come out if one disturbed it or lingered too long._

 _It was here the girl rode the fastest, even though it was the most difficult to ride through with all the sand which blew onto the road, but it was not ghost stories she was afraid of._

 _Something far more real and tangible than children's tales about a strange creature or spirit living beneath the dunes always had her hair on end when she passed through this way. For although there were no tales of anyone being attacked by a strange creature there were older and more familiar stories of lone girls being attacked by monsters in human flesh, but she could not be accompanied. Her mother stayed home with her little brother. Her father was long gone for some time, and everyone else had their own things to do in the hard and rural life they lived. She was the only one who went to the town when she did to go to work. It was only fortunate she had been able to get this bike with the help of a cousin._

 _She never saw anybody on this stretch of road, and she never heard of anyone getting attacked here, but she knew that just a month before on a road nearby but further inland that a girl had been attacked doing the very same thing as she. Ever since it had come to her attention too, she felt that every time she passed that some pair of eyes watched her go by and decided whether to pounce or not._

 _Today as she came to the stretch she felt more chilled than usual. Perhaps it was a sort of intuition, or perhaps it was the gray sky so that not even the usual warmth of the sun could strengthen her spirits. It was the fear of "The Solitary Cyclist", but in a manner the girl could not know even if she had ever read a foreign book. (She barely could read well enough her own language to get work. Her little knowledge of her own writing had gotten her the only job her little neighborhood had in the village.)_

 _The stretch treated her as it always did. The trees blew carelessly as though discussing her travels like gossiping women and the grasses and shrubbery whistled like piping fauns jumping about while the sand beneath their feet blew up at their heels. But it was as she came to the next corner which would take to more open landscapes and huts close to the road, that she heard distinctly the movement of something alive in the trees, and it woke her as from her weird dream to a savage reality._

 _She saw what she feared most._

 _A man grinning from ear to ear and not in a friendly manner. It was like the grin of a skull. He stood in front of her, and with the sand still thick on the road, no matter how fast she tried to go, the man would be able to make her fall off her bike. He grabbed onto the handlebars, and the girl could barely breathe as she came to a stop. The silence was harrowing, for neither scream nor laughter protruded from either of them, and in a second like an eternity, the wolfish hunger in the man's face told her all she already knew. There was a command in his delirious eyes for her to get off the bike or he would make her himself._

 _She hesitated, but she knew she had no choice._

 _However just as she was able to move from her frozen state and was about to get off as the hungry beast commanded, there was a shifting in the dune behind them like a long eel swimming through it, and it was such a dramatically unexpected sort of movement that even the man looked up in surprise to see if the sound came from another person intruding in on his hunt. Instead of a man there seemed to be protruding out of the sand at an alarming rate a set of great lion jaws, though the color of the fangs never truly emerged. The sandy teeth only protruded further carving themselves or being carved by some giant invisible hand in fast motion._

 _As the man let go of the bike in his shock, the girl fell to the ground bike and all. Though, it was as if the path itself had reached out to keep the fall as short as possible so that she only landed into a slanting sandy pillow, but the man was being pulled towards the jaws. The road beneath his feet stuck him fast like quicksand to the knees, and for the first time since their meeting, the silence was broken and the man cried out in terror._

 _The girl herself watched in petrified silence before the great lion jaws clamped around him and pulled him into the dune with the swiftness of a cat's paw. The road then pushed her further along the way like a guiding wave bike and all. She thought, now that her mind was able to think at all about the creature the children spoke about that lived along the coast, how could she not now believe in it? Nevertheless once cleared away from the scene, the girl climbed onto the bike and rode speedily away. Not until she was out of sight did the wolfish man appear like a fish out of water sputtering and floundering and coughing his way out of the sand. Once having clambered onto the road with hair sticking up and breathing on the verge of hyperventilating he stared at the now motionless dune, and then he bolted back into the trees as a scurrying rat rather than a wolf. His speed was propelled the more when he thought he heard though very faintly a deep laughter chasing after him from the direction of the dune and a mocking shout in a language that he did not know._

 _Later when the girl returned home that evening, for the first time in her life she stopped at the dune and stared up at it wonderingly, but the dune did not move. In fact it seemed smaller and more insignificant than it ever had. The liveliness which she always felt was gone. Even the tree seemed less sentient than they usually did._

 _She frowned, and started up her bike again looking rather sad. The magical moment was gone however thankful she was for it. The man never returned to the road and the girl rode upon it for a few more years before moving to the village with a good husband. Nothing ever happened at the dunes again. After a time the children that lived near the coast did not tell their tales anymore, but the girl never doubted it happened …_

#

There was a time when he had seen the play _Faust_ done at some fancy theatre in Europe. He had not had a ticket, of course, but he had been bored enough to try to slip in without one, which he could well enough. Sure, it had been in German, but one could understand the gist of it. He had in a way found within it a comparison to his own life—or non-life as it was. That, and perhaps Barbosa's crew after they had stolen the gold, but Faust captured another thing. The reality of earthly immortality. Not only did it suck like in the silly pirate movie, but it was the loneliest and driest feeling anyone could ever have. The truest thing to a person living like a lost soul.

He had not thought about the reality of immortality until the death of O'Hirn, but that too had been long ago now. Before that he was just starting to understand the reality of the fact that he could never have a normal life, adding the element of immortality to it only made it the more unbearable, especially alone. New York City was no longer a haven and fighting Spiderman was beginning to rouse a sort of begrudging hatred that he did not want, the type of hatred that usually tripped up the other freaks in their pursuits. Not that he was perfect, hey, he was practically a professional thief, but he prided himself in not getting personal about his fights like Electro or how Doctor Octopus used to before disappearing or Rhino for crying out loud even if he had been his friend.

His only friend too, Sandman had come to realize …

So without having any need for packing or having anyone to take leave of, he blew away wherever the wind preferred to take him. Not literally, of course, it was where commerce decided to take him, for he had hitched a ride with some cargo out to sea and had ended up somewhere in Brazil. It had been the beginning of his wanderings.

In an attempt to bury his thoughts about the lonely eternity awaiting him, he encouraged himself with the fact that he could go anywhere in the world for free! He had always wanted to see Hawaii, actually, but he was in no hurry. Another thing which occurred to him was that if he did not stay in one spot for long and Spiderman was some thousands of leagues away, he could steal anything from anybody and get away with it. Sure it would be difficult to bring all his gain with him, but his favorite things he could try his hand at.

So after robbing a bank in Buenos Aires, he began a mysterious criminal career of bouncing from port of port taking what he wanted and carrying as much as he could before he had to leave it somewhere. Banks got to be too easy after a while so museums and treasure houses were the usual prey if only because with money having absolutely no value to him anymore since he could take whatever he wanted and had no need for the daily needs of a normal human being. So he had a golden statue from here, a jade trinket from there, and there was that Ming vase from China until it shattered to pieces when he was slipping through a vent in Miami too fast.

But by and by a little like a mixture between Barbosa's crew and Faust he began to find that all the pleasures in the world were not satisfying. What was the point of riches without the necessities of life and certainly all alone. He had earned a sort of name for himself, for there were alert people picking up on the pattern of these robbed port cities as though some magical gremlin was whisking everything away and some of it popped up in queer locations around the world. Then came the day when a whole treasure load washed up on a French beach like forgotten pirate loot when at last the thief no longer cared to continue lugging it around.

He ended up in Africa. Having never been good at geography he had no idea where in Africa. Skipping class all the time since the age of fourteen had its disadvantages after all.

It was a barren sort of beach, no trees, no life save a few birds now and then. He had not waited for the ship to make port this time but had jumped ship if only to shake things up. He wanted to start over. Think of a new way to make his thefts more creative, more challenging. For days he wandered about rolling along in the beach like some great sand spider unknown to anything or anyone. Then one day he had roved far enough to catch sight of a poor hut surrounded by a fence with a goat living behind it.

The sand had given way to some greenery if only very small and close to the ground. One tree grew on the other side of the premises, scraggly though it may have been. He found that this hut was not far from the rest of a village. He found out later that this village was not far from a town. Both the town and the village were exceedingly poor and had nothing to offer a thief, at least not in the traditional way. He discovered the wealth that was there in a manner he did not expect when he was struck with a strange desire to steal a heart.

#

 _There was a widow about thirty years old. At first he had only found it interesting to watch her, for he had nothing better to do. She had two sons and a baby daughter. He could not understand a word of anything they said, but he understood that this lady was doing her best to provide in this miserable condition. She had a naturally bright spirit, and her crazy little boys reminded him of a certain street in New York City, before his biological extreme makeover, where children ran wild and made the best of their surroundings like chicks growing up on a boulevard. She wove baskets and took care of her children and tried to keep up her meager farm all at the same time._

 _Although usually careless and, yes, he was a thief, Flint Marko, Sandman or otherwise, did have a sense of pity when facing pitiful plights. It was something that came naturally to him in his personality if he let it come through, so he got it into his mind soon enough to want to help the poor woman. He was just not sure how for a long while._

 _It started out small. He found a missing tool that one of the boys had misplaced and put it in the hut at night. He chased a snake away; though he did not know whether it was poisonous or not. Then he noticed that the goat's pen was loose, and in the middle of the night before the goat could test it for weakness (it was an incredibly naughty creature), he fixed it up as good as he could, and since there was nothing with which to replace the pathetic boards, he pushed up the dirt around it as well as he could manage, which was very well, earth being rather an expertise of his. The fence was not going to topple over any time soon with all the dirt and stone he eased around the posts._

 _Naturally the mother and her children were surprised to see the fence magically fixed, and Marko behind the house as a mound of sand could not help but let loose a random smile in the center of it,_

 _Had he understood them, he would have known that the excitement of the younger boy was to say that he thought he had seen something come out of the shadows on the ground last night._

" _It must have been who did it," said his mother._

" _But it didn't look like a person," the boy urged._

 _The mother only looked thoughtful as she stared out into the empty sand which led to the ocean beyond the dunes._

 _She was very beautiful despite her malnourishment. Her dark skin and soft brown eyes and thick hair beneath a turban-like headpiece had the elegance of a desert flower and the vigor of a lithe gazelle. Had she been healthy she might have been the loveliest woman Marko had ever seen, but it was not her appearance so much as her honest strength. And although it was soon after this that he had his desire to steal her heart, she had unwittingly stolen his first._

 _As a result he became bolder in his help._

 _He fixed the ground around their meager crops, pulled the weeds away, and chased away hungry creatures. He took the bucket to the well and filled up water for them just before dawn. And every morning the little family was surprised to see what their invisible friend had done for them next leaving the woman more time to make her baskets which was the main source of her livelihood. Indeed it helped very greatly, but the younger boy urged that he had seen what had done these things rather that_ who _, little to Sandman's knowledge._

 _Then came the night when the younger boy could stand it no more. Despite what his older brother had told him about jinxing a good thing, one predawn when his brother was sound asleep and he had woken up, the younger crawled out of his mat bedding and came quietly to the door. His eyes widened as he saw just what he expected to see._

 _A great heap covered in sand was carrying the bucket to the well. But when it came to dip the well bucket downward, the lump in the sand turned as though in the magic of the moonlight into the shape of a man. Strange it was too that it turned into a white man, and it made it all the stranger for the boy who had only seen a white man from a distance in his whole life and only once, and he was not nearly as white as this. To the boy it more seemed like his lightness of color was related to the fact that he had come from the pale sand from which the thing had emerged._

 _Rather happy like a queer obliging spirit, their strange helper lowered the bucket and pulled it back up to pour it into the other._

 _With a silent gasp the boy ducked inside as the helper returned to a mound of sand again with the bucket in a sort of snug nest of sand as it rolled to the door. The boy dared again the slightest peek, and the mound stopped like an animal being spotted before it would dart away. Moving into the doorway again the boy looked down at the now unmoving lump of sand. A sort of sigh escaped it and it shrugged as much as a lump could._

 _A sandy hand then emerged holding the bucket by the handle, and not but a few seconds later the strange man emerged again. Looking a little embarrassed at first, he shrugged it off and gave the bucket to the boy._

 _In a daze the boy took it._

" _There you go, kid," Sandman said; though of course the boy understood nothing of it._

 _With another awkward shrug, he gave the boy a smile. The boy tried to smile too, but it was far weaker than Sandman's._

" _Thank you," the boy whispered, and although Sandman could not literally understand he knew what it meant._

" _You're welcome."_

 _The boy's smile broadened to a grin then, and he turned sharply almost spilling some of the contents of the bucket as he did. He set it by the doorway on the inside, but as he turned again to look outside Sandman had whisked away._

 _Now that the family knew of his presence, Marko decided it high time he did something really helpful. Thus for a few days he disappeared. The older boy told the younger that he had jinxed it after all, and that the spirit or whatever it was would never come back, but their mother said nothing about it. She just looked thoughtful; though, a frown creased her brow._

 _When Sandman returned from a town further on than the one nearby he had in his possession a heap of money and food to give them. Delighting in his own, what he considered, Robin Hood-like charity, he placed his gains in the middle of the night on the floor just inside their hut. He almost laughed, feeling more like Santa Clause than Robin Hood. Besides the necessities he had brought three toys for the children including a doll for the baby girl when she grew old enough._

 _He slipped back out crossing the grounds in his main human form and was just at the rickety gate when he heard a scuffling behind him. Thinking it was the boy again, he turned around with a smile, but he was taken aback to find that he was staring at the clouded face of the mother. Her look was like a brewing storm, and it cut him deeply, for he had come to love her deeply in a way he had loved no other._

 _Frozen as he was just at the gate he could only stand with mouth gaping and eyes wide as the woman stepped out and across the property right up to Sandman without showing a sign of fear save when she stopped in front of him and looked at him with a fearful pucker half hidden in her frown. Her eyes looked steadily at him and they gleamed in the moonlight like righteous stars._

 _After a long pause she pointed at the loot he had set in her doorway, and it was apparent that she knew that Santa Clause was not real. She began to speak firmly and she put her hand on her hips as she returned her face to his. She looked at him now expectantly and then she sighed trying to decide how to get him to understand; though he understood well enough that she knew that he had stolen those things and that she did not like it. She spoke some more in a voice which sounded a strain to keep at a low volume so as not to wake her children. At last in her words he picked out something he understood quite well despite the thickness of her accent._

" _Sandman," in English._

 _So she was not as her boys after all. Nor was the village so separated from the world as he had supposed. Somewhere she had seen his picture. Maybe the boy's description of him had given him away. Perhaps she had seen him long before the boy and had kept it to herself. But now that he had done something criminal, she would not stand his presence. She was telling him to return those things. She was probably also telling him to get lost._

 _He had to admit that his favoring the family was not exactly fair. There had been more unfortunate people in the village than this family. The woman had even gracious enough to help some of them on occasion since the "spirit" was doing so much of her own chores at night._

 _But now the secret was out. He was no longer a demigod of the sand but a foreign outlaw._

 _Obediently, he did as he knew the woman wished. He took the things he had stolen and left without once looking back. After returning everything where he had found them, though a tad roughly so that he damaged the surroundings of where they had come from, he left the entire community behind him._

 _In the middle of the barren beach miles away he screamed at the blazing sun and cursed it with a vengeance that he had never felt before. To never feel the blaze of the sun which would have dehydrated a normal human being throwing such a tantrum! A whirlwind tore through the landscape round and round, dunes were leveled and stones tossed like bullets._

" _How could I have been so stupid!?" was the first intelligible thing which managed to break loose from his roars, but he was not talking about stealing and giving it to the woman or even that he had fallen in love with the woman. He meant only that he had been stupid enough to allow himself to be ensnared by the grandeur of the Big Man. He should have never gotten involved with Hammer Head. He should have bolted, at least before entering the lab. Hey, maybe he could have gotten away in the lab before he allowed a dweeby little scientist to bolt him down so that it was too late to escape when he had finally had had enough._

" _SO STUPID!" he growled again._

 _He had known that it wasn't a good thing. He had known being a mad science experiment was stupid, but he had wanted power, prestige. He had wanted to steal without having to worry about Spiderman, and forget the police! He had eaten it all up and ignored his fears. And now here he was. Where was he? No one nowhere with nothing! He felt for the first time since he first awoke to the transformation, the full rage Electro allowed himself to feel all the time. Except even Electro could probably age. Immortality engulfed Sandman._

Sure, who doesn't think they want to be immortal? But immortality is a curse worse than death walking upon the face of the earth _, he thought._

 _His storm settled down to mere kicks and flights of sand. Then he stood for a long time, numb from the outburst, which had lasted some time. For some time more he stood there too until at last he decided to move on._

 _He took another ship and went to Asia, bouncing from the little island countries, staying a few months there and a few months here. For a while he made no contact with anyone but remained much to himself save the insects and lizards that would sometimes crawl through him. It was a young girl riding her bike to work that broke his spell, but even after he saved her from the stalker, he took that as the initiative to leave._

 _Wherever he went he stayed until the opportunity he had to truly reveal himself and then he would disappear again. In China he saved a Catholic priest from a police force trying to arrest him. In Japan he saved a teenage boy from getting run over by a truck. His specialty however was still saving damsels, which he could not resist. In India he helped a starving orphan girl get to a place where some group of Europeans helped her. In that particular case he had pretty much introduced himself and carried her piggyback through the night like the girl's very own genie. There were countless times he saved a girl from a predator. He did it all because he could. He did it all because it was the only thing that helped him feel better about himself. The very few times he failed in these pursuits were like dying when someone got hurt and the one time when someone died, but it only made his resolve the stronger. Not because he was trying to make up for the crimes he had committed, but because it made him feel good._

 _His eternity of his own thoughts were silenced if only for a while, for aside from wind and sea they were his only constant companions. He might have accepted loneliness a lot more if it had not been for his thoughts. Without any need to eat, sleep, or take care of himself in any way, there was plenty of time for those thoughts to creep in. And how come the only memories that came to him were those of a negative connotation? How come he could not just think of the good times and enjoy them? But no. Everything had a bitter aftertaste whether or not they started out sweet so that he usually preferred the memories that were sour all the way through._

 _#_

 _He was in a state of near lethargy, tired mentally but unable to rest, to rejuvenate himself in any way except to watch the waves of the sea. The sea at least was calming if nothing else and he would lie on the beach with the sea._

 _On this nameless uninhabited shore he remained unaware of time or anything. He might have been there years, for there was no true sign that he could tell of the passing of the seasons. Then one day he heard to his surprise voices coming through the undergrowth. They were in English too. It seemed a life time since he had heard a whole conversation in clear English. They were not American. In fact they were New Zealanders; though Sandman thought they might be Australian. He ducked into the sand for he had been lying there like a literal beached whale for a long time, and he went towards the jungle shrubbery and trees to see that very near to where he had been and thought to be abandoned was a hiking path of some sort. Little did he know the true significance of this party, but he was certainly happy to be relieved of the monotony._


	6. Dr Octavius

JMJ

CHAPTER FIVE: DR. OCTAVIUS

 _The people were dressed for vacation except for their guide who had very smooth dark skin and a thick but not unpleasant accent. He was speaking of the wildlife before he announced that the company was coming to the beach. Apparently they were planning to have lunch there._

 _It was only here that Sandman remembered how severely bored he truly was and eagerly welcomed the arrival of these English speakers onto his abode with the relish of a long awaited party with one's best friends not seen in years. Though, he tried not to look at the beautiful girl in their company, for she looked so perfectly movie-like and not so much because she looked like a movie starlet, for she was not so fake looking at that, but that she looked so much the part of the innocent heroine in the typical jungle man story that he could not stand the sight for his own sanity. She could have played Anne Darrow so well that the part might have been made for her. The others were interesting enough however to keep his mind otherwise occupied._

 _It was interesting how fanciful solitude can make one's mind._

 _They talked idle talk, first about what the guide had been telling them. It was apparent that most of the people in the group knew each other fairly well. The talk might have been considered boring to most, but it was so interesting to watch these people they could have been talking about the same tree just behind them for hours on end and Marko might have remained as at the edge of his seat (so to speak) in the manner of a boy going to see the latest generation's adaption of King Kong at the theatre._

 _Everyone was so busy talking that they did not notice the trickling sand snaking through the plant life at the edge of the beach nearing as close as he dared._

 _The conversation by now had split in two, and he was nearest the group still speaking about their vacation, but it was the other group which ended it truly peaking his interest and managed to shake him from his childlike giddiness. For it was in the rambling of an older man in the other group that someone mentioned the name "Octavius". Now certainly he might have been speaking of the famous Roman, but even had Marko known his classic history he would have more likely thought first of the former leader of the Sinister Six, the former scientist under the Big Man: Otto Octavius._

 _The snaking slithering line of sand stiffened jaggedly suddenly like something from a Twizler commercial and he swept in on the next gust of breeze to the other group where the old man and the Anne Darrow woman sat among fellow speakers._

"… _Didn't you, girl?" laughed the old man as Sandman settled down behind them._

" _Yes, I studied abroad in Coventry, but it was at Staffordshire. I think he went to the University of Warwick, and I never met him," said the young woman not without some humor._

" _Well!" said the old man with a shrug, and he started to speak on when somebody interrupted him with a laugh._

" _Octavius as in Otto Octavius? Doctor Octopus' son? Really? I thought they put him away long ago."_

" _Why didn't they give him the chair?" asked someone else._

" _Reason of insanity," said the young woman with a shrug._

" _Well, haven't you kept up on the news?" the old man scoffed of the rest of his company. "Molten Man, Electro and all?"_

" _What about 'em?"_

" _Seriously!?" laughed the old man. "It's all over the internet. Young scientist, living in Minnesota or some such place graduates from a school in England, ends up in New York City and despite all mockery and shunning dazzles everyone by curing the freaks! I've been following every second of it! Brilliantly whacked! All of it!"_

" _What do you mean? Cures them? They were freaks."_

" _Just what I said," repeated the old man. "Get the internet! This boy's a genius."_

" _And a marvel by the way you're making him out to be," muttered another sarcastically._

" _A saint practically," laughed another._

" _I didn't say that," retorted the old man. "But he's doing what no one else has tried to—."_

" _Did you hear something?" the young woman interrupted._

" _What's that?"_

" _Sounded like something was moving just over there behind you," said the young woman._

" _It's a jungle, Millie!" laughed the old man. "Now, come on, bring out your iPhone and show them all what I'm talking about."_

" _Not anymore a jungle than New York City they say," muttered one of the others. "I say the boy's just going to end up dead."_

 _#_

 _Now, it could not be said that Sandman bounded eagerly to New York to get cured. Far from it. After having heard enough from the vacationers over which to mull, he made his way slowly around the coast, which he soon found to be part of Madagascar. He was not sure what to think. First of all he had to get over the fact that Otto Octavius had a son._

I mean who married him for crying out loud? _Sandman thought._

 _Then he had to get over the fact that it had been long enough for such a son to grow up and become a scientist just like his old man. And speaking of old men, that would make he himself probably almost as old as that old man on the beach with his daughter or whatever. It felt strange. He was not sure if he was surprised that time had gone on for so long or that it had not been so long that the vacationers had not been talking about Otto's great, great grandson. Either way it seemed to bring reality back to his aimless_ Arabian Nights _tour with "Sinbad the Sailor" or the genie that had been thrown to the bottom of the sea. Or at least his life of Faust, for he did not know_ Arabian Nights _well enough to make sarcastic comparisons with it. But he had seen_ Faust _in that German theatre, and he had at least woken from that._

 _He even noted the strange irony of the fact that Dr. Octavius' son was like a sort of offspring of the pen which had been dipped in blood to sign his contract, the tool's offspring in a strange sort of way. And who was to say it would work anyway? Who was to say that Sandman even wanted to be cured? He was not Electro or Molten Man whining about freakdom. Sandman had made do with what he had. He was no weakling._

 _And yet the more he thought about, the more it itched, and the more it itched the more he had the desire to scratch. He had no physical need for scratching so that mental scratching was near impossible to fight. Thus by the time he reached the port, he had a mind to make his way to America if only to learn more for curiosity's sake and to escape his melancholy monotony._

 _Austin Octavius resembling his father in both physical form and some body language habits threw him off at first. It had been so long since he had seen Doctor Octopus much less his earlier scientist form which he had only seen once, that Austin might as well looked like a clone, but he knew he was not. He was too gentle however fidgety and bouncy he was, and the more he shadowed Austin Octavius and thought about approaching him and then not, he found that he wanted nothing more that to be free of it all, and that who held the key to that freedom was not important. He realized what it truly meant to want to be free of it all. Even an honest life of settling down did not sound like a bad idea, and though the knowledge of what happened to Morris Bench made the situation more of a risk in his mind. He knew he would rather die a man than live an eternity as an old, crabby, worn out super villain has-been. Forget honest life sounding like a good idea, he downright craved it as he had nothing else before it._

 _Even if he did not begin to crave it, what was he going to do? Go back to crime and fight not Spiderman, who as an annoying punk kid was bad enough? Now it was Spider_ girl _._

 _After seeing her in action saving Austin Octavius from being hit by a truck before Sandman had done anything more than shout out for him to look out, he knew he had seen enough Spider-action to last a long time much less fight her even if he beat her. It was the principle of the thing. Anyway. The thought of returning to a life of burglary held no particular pleasure anymore. It was more of an annoyance. And after all it was immoral._

Alright! Let's face the new Dr. Octavius. It can begin and end with him, _Sandman thought with a shrug after watching his window for a time on a night street._ First thing tomorrow. And I can wake up from this stupid dream.

#

It was predawn. Not that dawn meant anything in New York City, really, but it was just early enough to miss the crowd which would wake for rush hour. The chill in the air still carried a bone-shaking dampness. The snow from last night still clung strongly to the ground in piles that would turn to slush if one stepped into them. It was a sign of the transition between this year's Thanksgiving rains to Christmas snows.

As Austin stepped outside for a breath of fog, he pulled up his hood before climbing down the apartment steps. A slight shudder escaped him against the chill, and he looked left and right down the street. A car or two flashed by sending some soupy concoction flying but otherwise not much else seemed to be going on right now.

At the last step, Austin peered into the dark corner between the stairs and the apartment wall and found what he was hoping for. A pile of sand. After a moment of thought, Austin then strolled up to it. Looking down he said quietly and casually, "May I help you?"

The pile of sand did not stir, but Austin did not feel foolish yet in talking to inanimate objects.

"Well, if you want to be that way about," he said with a shrug. "I just wanted to tell you that I figured out who you are, and that there's no need for any more of this game. So, if you want my help I'm willing to give it."

Still the pile of sand remained simply that, but it was too large a pile to be a coincidence. Austin waited for a moment or two and then decided to let the pile of sand be for now. Turning he went back for the steps with a mind to start some breakfast. But half way up, he heard a voice behind him. Despite himself he jolted just a little from the sound cutting the unusually silent street so sharply.

"Can you?"

Austin cleared his throat and turned around to see the form of Flint Marko still in his sandy coat, which as it no longer shielded his identity must have been reformed for atmosphere. He stood staunch and grim at the bottom of the stairs. The false eyes looked as queer as ever in those dry eye sockets that could not look quite natural without human moisture.

"Well," said Austin. "I can only say that I can do what I can. In all honesty, the work I do was configured using mostly your case and the other early work at Oscorp as a base, but I'm not going to promise anything. You heard what happened to—"

"Yeah."

"So you know the risk."

"Don't care about the risk," muttered Sandman.

There was a long pause as they stood in silence before the apartment doors. The cars driving on the road were completely ignored by the standers.

"Then …" said Austin carefully. "Will you come with me to the university?"

There was another pause; though not quite as long as the first as Sandman looked down at the ground with an exaggerated scowl. When he lifted his head again he looked quite firm however in his statement as he said, "Whenever you're ready, doc."


	7. Heart Beat in a Time Capsule

JMJ

CHAPTER SIX: HEART BEAT IN A TIME CAPSULE

Austin's heart was still pounding like a drum in a fanfare. The fear of a repeat of what happened with Hydro-man still had his hair on end though the experiment had ended. Breathing slowly and heavily in an attempt to slow down the palpitation in his chest he approached the unconscious form on the table.

Though the computers seemed to think he was alive, it was not monitoring heartbeat or breathing. Yet just as Austin stopped before the table upon which the form lay, the computers recovered from their shock of the procedure. The quiet beeping of the heart monitor pulsed to life and at a normal rate.

Austin almost fainted as his hair fell limp with relief. Releasing a breath of air through an "O" in his lips, he leaned back against a counter and closed his eyes.

A couple of assistant scientists from Dr. McKean suggested moving the patient now to rest in the designated place.

Austin agreed; though he was not getting his hopes up just yet.

So far everything registered that Flint Marko was normal enough to be a well human being again, but there was a certain amount of sand still registering too, and it bother him.

The medical doctor they had on their side took over for a while from there, but Austin remained close by trying not to fidget as he watched. His eyes never left the scene. At least they would not have if his phone did not suddenly vibrate in his pocket.

Stiffening as though the buzz went through his whole body, Austin whipped out of the room to see who was calling, but the call was a missed call as soon as he lifted it to his ear. A text was left instead: _Like father like son. What goes around comes around. You must be just the apple of his eye cleaning up his mess for him. Too bad Rhino's not around._ 3

"Oh …" groaned Austin quietly.

He resisted a strong urge to throw the phone against the wall.

#

The first thing he was aware of was a scratchy burning. This made no sense to the still quite groggy mind of Flint Marko who had not even experienced waking up from sleep for a good many years.

He felt heavy, and a queer throbbing sensation confused him. Just as he began to recall that he had felt that sensation before a long time ago, the scratchiness in his chest erupted of its own accord and involuntarily he coughed and nearly choked as he sucked air back in to revive his lungs. His heart beat harder as he realized what had happened. His heart beat was released, in fact, like a heart beat released from a time capsule. His whole body in fact, for he was not one jot older than when he had entered the Big Man's laboratory more than thirty years ago. It was as though all but his mind had been frozen in time and had suddenly been melted from a block of ice in a cartoon.

 _It actually worked_ , he thought.

But he was not exactly giddy about it.

As another round of scratchiness in his lungs resumed and he coughed again, he knew that there were some things about being human that he had not missed. He could not withhold a moan. His throat was dry despite the IV getting the fluids back up through his system. There had been a danger of drying out for the first hour or so little to his knowledge. His head felt like a bowling ball, and his eyelids were limp over his eyes which stung just a little for some reason.

He may not have been giddy however but still he felt content in a way that he could not have described.

After one last fit of coughing he found that he was spitting out tiny bits of sand.

A doctor came to him then but it was not Dr. Octavius.

Mr. Marko did not want to have a long conversation with him or anything, but he did want to have a couple words with Otto's strange son. Just two at least. His mind was a complete blank as to what he would do after this. The government would probably choose for him anyway and may want him to serve the rest of his sentence in prison. But before anything else happened he wanted to say "thank you" to his benefactor, if nothing else. He would not leave until he got that chance.

#

Thank you.

He did not do it for "Thank you's". He did not even expect them. Yet one could not deny that a "thank you" from a once proud, notorious criminal would be very difficult to utter to a person like Austin.

Thinking of it now, Austin could not help but smile and be happy for that thank you, perhaps more for Mr. Marko's sake than his own.

Austin himself too felt that he had completed a sort of cycle that had begun with Electro and ended with Sandman. In a way, he was refreshed back where he had started after he had cured Mr. Allen.

All accept one thing.

 _It doesn't matter if you're only picking up the odds and ends left behind from the old days. People are noticing. Don't forget about your job offer. Don't forget about your father's rebellion,_ the next text read _._

"Okay," Austin breathed irritably.

These were getting out of control. Now they were more than once a day since the day Sandman ceased to exist.

Flint Marko had been admitted into a hospital and would be released very soon from what Austin understood. Then it would be prison after that unless something else changed in the meantime. Law was still the law and unless a trial could lessen his sentence it was the same sentence he would have received had he never left New York City. Certainly Austin would put in the best word he could for him if the time came, but for now Mr. Marko was out of his hands.

But who was sending the texts?

Was it really related to Oscorp?

If only he had someone to consult with. Again he thought of calling the police or maybe just changing his number, but it was the next text a day later that finally motivated him to action, and with Flint Marko quickly on the mend, he could devote his time on this pressing matter.

Thus read the phone: _Meet me Sunday afternoon at the address below. I'll be waiting. 3_

Maybe he _should_ have just called the police, but Austin had a different plan as that evening he set up upon the apartment roof a sort of "Spider Signal". Using the strongest floodlight he could find, he placed a plastic sheet with the spider logo over the top.

It worked for Commissioner Gordon.

It could work for Austin Octavius.

Sure, it was not as big as the Bat Signal and Spidergirl would not be expecting it, but he wanted to consult one on one help. Not start a police investigation.

He waited long into the night huddled in an Alaskan hood, but Spidergirl did not appear. At long last he went to bed, and awoke with a start from his phone ringing in his ear. He jumped bolt upright with the after effects of a dream swirling out of mind. With heart still pounding; though he had calmed down when he saw that it was not a text but a normal caller, he picked it up and put on his glasses. He was surprised nonetheless to see the caller ID belonging to Ravencroft.

Most curious he put the phone to his ear.

"Hello?" he murmured, and cleared the sleep from his throat quickly afterwards.

"Hello, Dr. Octavius? This is Dr. Gletz from Ravencroft. I'm sorry if I'm disturbing anything."

Austin looked at this clock and saw that he had overslept. The alarm must not have been set. With a shake of his head, Austin said, "No. No. Not really. May I help you?"

"I have a request from one of my patients to ask you to come over for a visit … Maxwell Dillon."

"Really?" asked Austin eyes widening in surprise as he seated himself on the foot of his bed.

"Yes, he says he understands if you feel uncomfortable, but—"

"No!" gasped Austin. "That's absolutely fine. I would have no problem with that. I can come."

The smile could be heard in the man's voice. "I told him you probably would."

Austin smiled for a flash of a second himself before he opened his mouth again. "Uh. When? Did he say what this is about?"

"No," said Dr. Gletz. "I'm afraid not, but as for when you should come. Anytime that is convenient for _you_ will be doable."

Diverting his eyes as though the doctor was speaking in person, Austin thought a moment, glancing at the floodlight and plastic spider signal leaning beneath the window.

"Well, Sunday is the only day I have any serious plans," Austin admitted. "If today would be convenient for you I wouldn't have a problem with that. Uh … this afternoon maybe?"

"If it's alright with you, it's alright with us."

After their goodbyes, Austin sat a moment longer at the edge of his bed, and he glanced for a time upon his makeshift signal and then at the window above it. A jet trail was forming just above the building across the street.

"Well," Austin muttered slumping his chin into his hands. "Here goes nothing."

Thus when afternoon came, Austin found himself adjusting his glasses in front of the old brick building known as Ravencroft.

It reminded Austin of a classic college building or library that just needed a pair of roaring stone lions out in front. It had an elegant frame for a sad purpose, but then most old asylums were just that way. Maybe it helped with healing thoughts to have lofty architecture. Austin thought he might like it better than a whitewashed, empty walled, sterile prison like some asylum out of some communistic mind. But an asylum was always an asylum even if the outside was the Taj Mahal, and besides admiration for the architecture Austin also could not help but feel a shudder of having some connection with this edifice he had never seen in person.

As he stared up at the broad doors, which were themselves (like the barred window) quite modern even if most of the building was not, he felt a sort of time lapse knowing that his father had once been taken to this building long ago when he was too mad to care what the edifice looked like. Too mad to be helped by psycho-babble. His mind had been damaged. No talk could have fixed that.

"My father's rebellion," Austin muttered after the quote from his convivial texter. His father's rebellion had been nothing more than his father's brain malfunctioning like a computer unable to recognize the key commands anymore or confusing them as other commands. It was a miracle he had been able to think clearly enough to escape, and he knew for a fact that even now, though his father was no longer violent or unstable, he was still not normal.

But he shook his head clear of such things now.

His pause only lasted less than a minute before he climbed the steps and made his way inside.

The security was incredibly tight. Tighter than it used to be before it had to house crazies Ravencroft had not been intended to hold with power and ingenuity that barred windows would not contain. It was not even truly meant for the _criminally_ insane, but it was originally the first asylum open to take in Maxwell Dillon, the first super villain to be committed, and who happened to be the very person Austin had come to see, interestingly enough.

After undergoing a background check and a metal detector and a few other precautions through which Austin tried not to sigh, he was conducted through the empty halls of Ravencroft even more like a college building visually that Austin had suspected, but the smell was too sterile, and the feeling too encased. The windows from the patients' rooms shone out with blinding light which caught on his glasses glaringly. The light spilled out into the darkened hallway so that if it was a school it was only a nightmarish sort concocted for _Goosebumps_ especially when combined with the occasion echo of a cry, or a moan, or a diseased-sounding cackle. The squeaking of an invisible cart caused a sort of ominous chill that beat all the other sounds together somehow.

At last Dr. Gletz, a tall lanky man with the slightest tinge of a stoop and wisps of blond hair brushed back behind his head, led the way into a different hallway where the door windows had blinds.

"I would have brought you here directly," Dr. Gletz said apologetically, "but the stairs on that side are being waxed. "This wing belongs to the patients showing signs of recovery."

"That's encouraging for him," said Austin quietly.

"Yes, very encouraging," Dr. Gletz agreed quite pleased and he nodded. "But then as most of his problems were a result of his physical condition—excuse me." He coughed.

It was not much further before Dr. Gletz stopped and turned to face Austin as they came to a door in particular.

"Here we are," said Dr. Gletz, and after a short pause he knocked upon the door.

"Yeah?" said a voice on the other side immediately.

"Dr. Octavius is here, Max," said Dr. Gletz.

There was a short pause before the voice behind the door allowed the doctors admittance.

As Austin stepped with care into the little room which reminded him of something between a hospital room and a senior apartment room, he felt just a slight wave of claustrophobia, but it passed quickly as he looked down at the man just about to rise from his seat.

Though a little thin and stringy, the hair was growing back on his head with just a touch of frizz so that it looked a little like steel wool with how its dark color was invaded by flecks of whitish gray. His skin looked a little better than it had when Austin saw him last in the aftermath of the explosion, but it still had a little bit of a mottled look and was very pale. The deep dark pools surrounding his eyes was reminiscent a gothic corpse. But despite looking overall set for a photo shoot for some metal band the relaxed even if slightly embarrassed smile on his face was so sincere that it almost did not match, and admittedly took Austin off guard at first.

"Hey, Dr. O," said Max Dillon, his eyes faltering once he was on his feet. "Welcome to my, uh …" He glanced around and shrugged. "Place."

"Hello, Mr. Dillon," said Austin holding out his hand to shake, which seemed to take Max off guard at first but he took it without hesitation.

"Doc," Max said then turning sternly to Dr. Gletz. "You promised I could have privacy with—"

"Of course!" said Dr. Gletz and bowing like an old butler in an English castle he withdrew from the room. Dressed like a butler he might have fit the part rather well. Though before closing the door behind him he reminded Austin to stop at the front before he left.

Austin nodded but his eyes were still on his host who waited some moments after Dr. Gletz's departure before returning to his guest.

"You came," said Max then. "I wasn't sure you would."

"It's no trouble," Austin assured him or tried too anyway, for Max was not exactly assured.

"It is though," said Max with some annoyance. "I caused you a _lot_ of trouble. I regret everything. I know it probably doesn't mean anything now since if I hadn't been cured I'd still be like that. I would have killed you. I … I'm sorry. Though, sorry doesn't change any of the things I did. The people I hurt. The people I helped."

Austin shook his head. "Really, you don't have to beat yourse—"

"Just!" Max squeezed his eyes shut for a few seconds before opening them again. "Please."

"You're … forgiven," said Austin lowering his head now with his lower lip pouting just a little. "Of course, you're forgiven."

"Why?"

Austin lifted his head in alarm. "Well, you asked for it!"

"No, I mean …Why did you do it? I know I wasn't exactly giving you a choice or anything but … you still came at all. You cured Mark Allen when no one wanted you to try. Why did you come? To New York?" He added the last phrase as an afterthought.

"I—" Austin shrugged. "I don't know."

After another short pause Max pulled a chair out from behind his little desk. "Here, you can siddown if you want. I'd offer you something, but—"

"It's alright, thank you," said Austin who did take the seat and then Max sat down upon the edge of his low bed.

"The reason why I asked you to come is, well—" Here Max shifted uncomfortably. "I mean to thank you for one thing. I mean if even you don't know why you're doing it then I guess I'll never know, but, _awwph_." He stood up again and paced just a little as he ran his fingers through his hair. "It's like I don't know what to do now that I'm back. It's like I just woke up from a coma or something cuz in a way it's like I never was Electro, but I don't deserve it."

"You didn't deserve what happened to you," Austin observed.

"I did after I was Electro," said Max with full grim seriousness.

" _Now_ is what's important," said Austin with an unassuming glance behind his glasses but an undecipherable tone like some kind of young Father Brown in his round little frame.

Max paused then and studied Austin a moment followed by a shake of his head, for he apparently did not find what he was looking for.

"I know I don't have anything to repay you with," said Max, "but I owe you. I mean it. Anything I can do, I'll be there."

"That's not …" but Austin stopped and sighed. Now it was Austin who looked a little grim, but he nodded. "Thanks."

"I'd help you now with your work if I could," said Max, and he waved a hand idly around the room to indicate why that was not possible. "I use to work for Dr. Connors. I think about that a lot. He was trying to help me. I didn't listen to him and then I put my faith in some nut! Er, no offense."

"Well, he was a nut," replied Austin unperturbed. "And a hard nut."

"I guess they both had the right idea in the end though," said Max. "Even your dad ran off. Dr. Connors left sooner, and I don't blame him. I didn't help anything with him either even after I, well, tried to kill his interns and my own friend. Not to mention Dr. Connors himself. I don't even know what happened to Eddie. Probably skipped town too, but it was my own fault. Everyone was trying to help. I'm a looser, a jerk, and sure, a murderer too."

Austin smiled with care. "But you have the opportunity to fix that now."

"If they ever let me out of here," muttered Max gloomily.

"I think they will," said Austin looking down at his lap. "And if you really do want it you can help me if you wish. I'll ask Dr. McKean if there isn't something you can do for us. We might have our building back by then."

Max did not know what to say but only stared with a melancholy air out the window in anxious sort of way.

"Just don't torture yourself. Now that you realize that you've done wrong," said Austin, "it's the worst thing you can do, believe me."

"Did your dad?"

The question came rather unexpected. By the look on Max's face, it seemed he surprised himself with the query. Austin and Max looked at each other a moment. It was a stranger feeling than being at Ravencroft being in the presence of Electro, Austin realized. His father once long ago took advantage of Max Dillon in every way possible—not that Mr. Dillon was not culpable for his actions. He certainly was, but Austin could not deny the queerness of helping a person that his father encouraged to be a super villain for his own criminal empire.

Austin cleared his throat. "Yes. He did. In his own dark brooding way, but he overcame it."

"Well, having a kid like you probably helps," said Max with a shrug. "And a wife. I can't really picture him brooding." He paused. "What do your parents think—uh, never mind." He shook his head again with annoyance. "Aww, you can go if you want."

"Well, if you're done." Austin shrugged.

"Go. I won't take up anymore of your time."

"This doesn't bother me," said Austin rather grimly, but rising from his seat his demeanor became amiable again. "If you need visitors again, in fact, I'd be happy to oblige to come again."

A knot formed in Max's brow. "If you wanna. I'd like that, I guess. You're better company than Dr. Gletz, anyway."

"Well, I'm a doctor too, aren't I? Good doctors always have follow ups," said Austin. He smiled to show he was only joking, but his smile faded away to into a thoughtful look as a notion occurred to him. "I guess that is why I do it."

"What?"

"What I do," said Austin as casually as making a comment about the weather. "A doctor who goes among the diseased of his father's homeland isn't that farfetched." As he came to the door he did not forget to part with "Merry Christmas," before stepping out into the hall.

"Merry Christmas, doc."


	8. Flunking History

JMJ

CHAPTER SEVEN: FLUNKING HISTORY

Saturday night Austin had his spider signal up again. The last night before his set date with his mysterious texter. It was a little warmer than the last night he tried it, and he did not have to huddle quite as much, but nor did he have to wait quite as much. Not but a half an hour of waiting and he heard the web shooters behind him.

"Dr. Octavius?"

Austin spun around, and there she was larger than life as she ever was standing just a few feet behind him on the roof. The fog of her breath seeped through her mask and looked almost like atmospheric entrance smoke in a movie in the light of the flood lamp.

Reaching over Austin turned off the signal. The street lights below were enough to see by now.

"Spidergirl!" he said.

"Yeah," said Spidergirl crossing her arms. "I heard around that you tried it the other day. So what's the beef?"

"I'm invited on a blind date, apparently," said Austin putting his hands in his pockets and feeling a little sheepish for a moment before pulling out his phone.

After Spidergirl had read the text, Austin could almost see her wry smile through the mask.

"Congratulations," Spidergirl teased. "You want me chaperone or something?"

"Well … if it's not too much to ask," said Austin, clearing his throat. "I mean I know you got a lot of stuff already on your plate, but—"

Spidergirl held a finger up in front of Austin's face.

"Think nothing of it," she said. "I'm your friendly neighborhood Spidergirl, remember? Ask me and I'm in. Let's have a look at your beef. S'pose you should get some rest for next afternoon then?"

Austin nodded as he glanced down at his phone again before putting it away. "Yeah. See you, then." But when he looked up, Spidergirl had already vanished.

Batman much? That what he got for pretending to be Commissioner Gordon.

A few rooftops over Spidergirl watched Austin pick up his spider signal, and she beamed behind her mask.

"I should really meet him out of costume sometime," she told herself with a laugh, and then she swung away.

#

The alleyway was all pretty cliché. Dumpsters, crumbling brick, the smell of restaurant oils mixed with something rotting and lingering truck fumes filled the nostrils. There were empty crates pressed up against the dead-end wall. The slickness of smooth ice ready to trip a person up in the far corners lay in wait like booby-traps against invaders to the rat holes. The bright shining of the mid afternoon sun upon the dripping snow surrounding caused the bleakness of the alleyway to give off a chill where the starkness of its shadow cut sharply off like a picture in which day and night met in the middle of the page in a line.

Austin surveyed the scene with a sigh, but it was not so much what was in the scene that disenchanted him as what was not in the scene. His date apparently had not shown up yet. Looking up at the rooftops Spidergirl looked back down from behind a pipe and shrugged as indication that she did not see anyone suspicious nearby.

The lack of shelter in the unusual brightness of the December sun outside the alley had Spidergirl slipping away again rather quickly, but she would not be far.

Staring at the ground with hands shoved in his jacket pockets thoughtfully, Austin slowly turned around to the sunny street.

Cars whizzed by and people walked casually down the street now and again. Across the street a man ran to his car in a rather edgy manner, but he did not grace the alleyway with the least bit of recognition before climbing into his car and revving up the vehicle to escape the scene.

"Hmm," said Austin turning back to the alleyway.

Still in thought about the alley behind him and the street out in front of him, he was for the moment too occupied in mind to notice two Styrofoam cups heading from the nearby restaurant door. One cup in each gloved hand he noticed at last just inches away, but it was hard not to notice them as the woman who held them might have spilled them all over him had he not stepped back quite suddenly in his surprise.

The woman let out a cry, but she steadied herself first as she had not stepped back into ice as Austin had. The wall was near enough to brace Austin, and he fell into it instead of toppling backwards onto the blacktop of the alley.

"I'm sorry!" gasped the woman, perhaps about sixty years of age.

She looked like she wished to appear younger with the mound of makeup on her face and her whitish gray hair in a full frame and a bowl cut around her head. Otherwise she was just a plump little woman very unassuming in her faux fur coat and slumping jeans over a pair of sneakers.

"Excuse me," said Austin after he felt stable enough to release the brick brace, and he stepped a pace back further into the alleyway to give the woman berth to pass him by, but the woman did not leave.

She continued to stare very stunned, pixilated as from pixie dust and frozen to the sidewalk as having become one with the cement.

"Ma'am?" Austin said. "Are you okay?"

The woman cleared her throat and snapped her head downward. "Excuse me. Here." She handed him one of the coffee cups without looking up. "This is for you."

" _Me_!?" said Austin in alarm, but the cup was so forced upon him that he had to take it to not risk its spilling over him a second time.

"It's tea," said the woman firmly, and she smiled before lifting her eyes to his. "I know you prefer tea to coffee. I think it's kinda funny, really, since your father was such a coffee addict. But it's black and strong how you like it, and that's the same as him."

" _You're_ the texter!" gasped Austin.

The woman set her coffee cup on the edge of the restaurant windowsill around the corner from the alley, and her eyes filled on the verge of tears as she gazed upon Austin's face.

"Oh …" she sighed perhaps about to pass out; leaning close to the young doctor she reached out a hand as though to caress his cheek like a woman to a lost child or a long lost lover. "Be still. You _do_ look just like him. Just thinner and with more hair on the top, but it's very becoming."

Here she almost seemed to desire to ruffle the top of his head like a puppy, and she leaned in disturbingly closer. Her strong artificially floral perfume was almost enough to make one gag. Indeed Austin could not stop himself from coughing a little before taking yet another step backwards.

He was halted suddenly from a second step when after the woman attempted to follow him a third voice interrupted.

"Alright, alright, break it up. Children are still up."

Both Austin and the woman turned to see Spidergirl in the alleyway. Her hands perched themselves on her hips lightly like a sprite and she head cocked to one side like Peter Pan.

Immediately the woman straightened and backed off.

" _Ahem_ ," she said clearing her throat again. "Sorry. Would you and … Miss Spider care to join me inside?" She bit her lip. "Its warmer, and I'm a regular here. I worked here not that long ago, actually. It's no big deal."

Austin glanced idly at Spidergirl, and Spidergirl shrugged.

Then with a nod, Austin consented. "Alright."

Not that a more ordinary parent cannot have his or her share of secrets but it was some surprise to Austin that his father had ever had a relationship with a woman before his mother. It would not have concerned him, really, except that it was evident before he and Spidergirl were inside for a more formal interview with the stranger, that she had been a part of Otto's life while he had been Doctor Octopus. Not because either that he was concerned about his father so much, but he was concerned about whether or not he really wanted to know who this woman was and why such a person would be so madly in love with a madman that she was nearly falling in love again with his son.

It made him feel a little ill, it must be admitted, but he tried not to show his discomfort as he followed the woman who had taken up the two coffee cups again and led the way inside. Spidergirl took up the rear. Together they made themselves comfortable at the table nearest to the door.

It was more like a tavern more than a regular restaurant.

The bar was near at hand and a few large screen television sets displayed in high def the latest football game. People laughing and talking gathered together beneath the sounds of the television sets in a collective wave like a gathering of penguins huddled together against the cold. A small fake fireplace crackled near at hand, and brought forth real heat, dry and comforting once one overcame the temporary blindness after the brightness outside. Despite the broad windows looking out onto the street it was rather cave-like, but at least it was a good smelling and welcoming cave.

"So, Angie," said the waitress who came to wait on them. "Spidergirl's joining you for lunch, huh?"

"Heh," Spidergirl laughed and began to speak but the woman interrupted.

"Sure," said the woman. "My young friend and her boyfriend here are heading out to a sort of mini expo thing. Her boyfriend's gunna go as Doctor Octopus, but he didn't want the Styrofoam arms flapping about and busting off or something, you know?"

Austin closed his eyes if only to hide the fact that they were rolling, and he tried not to grimace.

The waitress laughed. "Fun! Y'know you'd look the part too," she said to Austin; then addressing the party as a whole she said, "So what'll be, folks?"

After ordering in which Spidergirl and Austin accepted only with effort, the woman began to speak.

"Okay," she said very gravely and folding her hands together over the table with eyes watching the pair carefully. "First let me introduce myself. My name is Angelina Brancale. I worked as a secretary for Dr. Caroline Trainer. Well! She only became a doctor with me under her employ for a few months. She just finished her doctorate when the whole thing fell apart, but she had a pretty good job before even getting her doctorate. She got her funding, you see, from the Master Planner." She paused. "You … do know … uh—"

"Yes, Master Planner was one of Doctor Octopus' aliases," said Austin with a nod for her to continue.

"Well, Caroline was a genius," said Miss Brancale. "Doctor Octopus liked that. He liked that a lot. Not because of _her_ per se, but her mind, you see. He wanted to use her mind like he used Electro's electricity and Rhino's brute strength. She had this elaborate scheme, which isn't really important, I guess, but enough to say that it enabled me to have a sort of avatar. Holographic at first and later well, almost robotic, but made out of tiny metal parts held together like real-life pixels. I never appeared in person anymore. I … I was … ashamed. Ashamed of how I looked. I was bigger than this back then, I'll tell you that much. I lost a lot of weight in prison, let's just say. Funny how prison ended up being the one thing that helped with that. Don't you think?"

"I guess," said Austin.

"What's all this have to do with the texting?" Spidergirl demanded impatiently. "Are you getting revenge because he abandoned you and Dr. Trainer?"

"No!" gasped Miss Brancale. "No. It's nothing like that. I … I mean, I'll admit that when Doctor Octopus disappeared—! Well, I— I was in love with him."

Austin and Spidergirl exchanged glances but nodded politely almost in unison.

Again Miss Brancale cleared her throat, and she began to drink her coffee thirstily.

"He pretended to love Dr. Trainer, but he was more intrigued by me. I don't know now if he loved me either or not, I admit. But at the time I thought he did. In secret he caressed me, soothed my sorrows, pains, and fears. Like I said, he was intrigued by me whether or not he truly loved me. Maybe he thought he did. He made me his secret weapon. He told Dr. Trainer it was because I already knew how to control the pixels, but I knew better. I knew it was a gift so that I could be powerful. Maybe he just wanted a loyal bitch; maybe he truly wanted to give another lowly, fat, cowardly nerd a chance to have some power; maybe he truly loved me. But whether I loved him or not I did crave that power. It was the one thing I wanted most, but on the night my power was to be unleashed, it never happened. I waited and the signal never came. The police came instead. Dr. Trainer escaped, but I did not. She works for Oscorp now. High ranking scientist, honors, the works. I went to prison bitter and miserable—even more bitter and miserable when I found out that Doctor Octopus had not been caught but had turned himself in."

"Why'd he turn himself in?" asked Spidergirl.

"No one knows," said Miss Brancale; though she was eyeing Austin as though he might know the answer. "Maybe the insanity was wearing off." Shaking a loose strand of hair that had falling into her face, she turned to Spidergirl. "At the time I thought it was just part of a bigger scheme and that he had used us all like puppets for it, but it never came. He was released from Ravencroft and disappeared to my knowledge until you showed up again, Austin Octavius." She smiled sadly with a distant longing, but her eyes were on her hands, and she picked at a glossy nail before drinking from her coffee cup again.

"But why did you send the texts?" asked Austin with delicate care after it seemed that Miss Brancale had nothing more to add.

Miss Brancale looked up again at Austin in surprise. "To save you, of course!" she gasped.

Austin raised a brow.

"Save him?" Spidergirl demanded. "He was so on edge because of you that he almost let Sandman's following him get him hit by a truck!"

"I'm sorry," said Miss Brancale weakly. "Really I am. I didn't want any harm to come to you, poor boy, but I thought that if you thought someone was stalking you, you would give this up and go home. I'll admit that when I first learned about you I was indignant that Otto married someone else other than me and allowed me to rot in prison, but I was too weary to be angry with him, and when I saw your face the first time in a photograph, I knew I couldn't hate you. I couldn't be bitter at Otto or his children or even his wife for all the world. I only wish his happiness, and I know he can't like this situation. It's not that he doesn't trust you, I'm sure. You're so strong and brave and smart, but—" she bit her lip. "the thought of harm coming to you and Otto being miserable … I tried to scare you away. I know it wasn't probably the best way to go about it, but I thought if I just came to you in person it wouldn't do any good."

"Well, what you did do wasn't helpful," muttered Spidergirl with a huff. "Not to mention illegal."

"I know," sighed Miss Brancale. "I know, but Austin—"

Austin closed his eyes briefly as their food was brought to the table and the conversation was temporarily postponed. Although Miss Brancale pleaded with her eyes for Austin to show some kind of response, he could not look at her as he pondered over the things she had already told him.

"I'm sorry," said the woman.

"You should be," said Spidergirl.

"But you must believe me," said Miss Brancale ignoring Spidergirl as she leaned further, imploringly over the table. "I did it with good reason. You are a threat to the powers that be in this city. I tried to get you to understand that. I know you probably know about some of the risks, but Oscorp is a dark tower with ever watchful eyes and just because the goblins have left doesn't mean evil does not still lurk there." She looked around as though that evil might be watching her right that moment before returning to Austin again and hushing her voice confidentially. "There are people who want to kill you, Austin."

"There are people who want to kill Spidergirl too," replied Austin quietly.

"She doesn't have to fear at night, because her identity is safe, but everyone knows who _you_ are," said Miss Brancale. "And I fear Dr. Trainer most of all. She works for Oscorp. I mean _really_ works for Oscorp, and the Big Man of crime."

"He can't possibly be around anymore. He'd be ninety years old or more," said Austin.

"Maybe he is," said Miss Brancale with a shrug and resuming her seat. "He saved the best biological advancements for himself. Even before your father's work he was delving into such things. Your father found this out and told me on those hushed moments between us. Why do you think he's blue and could fight like an anime ninja long after his prime so that even Spiderman with all his strength had more trouble fighting him hand to hand than the Green Goblin? He could potentially live far longer than ninety in good health and although there is a man publically running Oscorp, the Big Man is the man in charge of it ultimately."

Austin glanced at Spidergirl.

"No one's heard of activity from him for years," said Spidergirl, "but there are people who think that he is underground nonetheless to this day." She smiled. "I mean some people think Elvis is still playing, but …" Turning to the woman, she shook her head. "You have a point, Miss Brancale."

Miss Brancale nodded, but her attention was still on Austin who was looked very uncomfortable as he stared into his sandwich.

"I appreciate your concern," Austin admitted. "And that's about all I appreciate, honestly, but I'll leave New York only when I'm finished."

And he stood up from his seat.

"But you destroyed Sandman …" said Miss Brancale.

"Yes," said Austin with a shrug, and he lifted his jacket from the back of his chair.

"Sandman hasn't worked for anyone for ages though," Spidergirl added; though she did not look overly confident with her defense.

"But it's the power you wield, Austin," said Miss Brancale. "You're a genius like your father, maybe even smarter unless you hacked someone's files to help you get the information you need to cure them."

Shifting uncomfortably Austin looked down at the floor.

"They fear you."

"And how do you know so much about it?" Spidergirl demanded.

"Well, besides the fact that I just know how such people work," said Miss Brancale. "I was just offered a job recently too. From my old boss. She and I had a long conversation and I took it."

Spidergirl leapt from her seat now too as though some creature had just tried to land in her lap.

"What do you mean you took it?" asked Spidergirl barely above a whisper.

"I told her I wanted revenge," said Miss Brancale sadly as she folded her hands in front of her with pout in the lower lip. "For Doctor Octopus abandoning me. I told her that if young Dr. Octavius got in the way I would be more than willing to help use him to their advantage."

Austin felt a swoop downwards like something took a dive inside his stomach as he looked steadily upon the woman before him. She no longer looked like some harmless scatterbrain old woman, but a perfectly capable schemer. It occurred to Austin now that Miss Brancale may have just used the same trick Otto Octavius had used on the psychiatrists at Ravencroft. She had learned much from his father, he had no doubt, and just like the psychiatrists at Ravencroft it could have been that Austin had allowed himself to be fooled by appearances. Her round shabby frame, her over amount of makeup over her insecure pouty face. He had gotten so used to lions and bears humbling themselves before him that he might have been a bit more concerned about a rabbit. Sure, he had not exactly trusted her from the start, but he had not thought her truly a person to be feared.

His steady stare turned now into a frown as he returned to the table and seated himself before the woman.

Her strange infatuation with him seemed sincere enough, but Miss Brancale was unstable. Unstable people were unpredictable.

Crossing his arms he said, "And are you, Miss Brancale?"

"Am I what?" asked Miss Brancale.

"Willing to avenge yourself of the love of Doctor Octopus deprived from you?" retorted Austin.

Miss Brancale slowly shook her head. "I would die if I tried. Please, Austin. For the sake of your father's rebellion."

Austin winced.

"Not that rebellion," Miss Brancale insisted. "His rebellion against his own madness. Against the whole world, which he defied and escaped."

Austin shook his head, but all tenseness fell away, but it was Spidergirl who said quite simply, "He _is_ his father's rebellion."

* * *

 _NOTE: Some of the things in this chapter are references to_ The Anachronous _, my other SSM fanfic._


	9. With Great Power

JMJ

CHAPTER EIGHT: WITH GREAT POWER

"Well, I don't know about that," Austin sighed still looking steadily on Miss Brancale. Closing his eyes a moment then, he then addressed her. "So, in working for Dr. Trainer what do you plan to do exactly?"

Miss Brancale shifted uncomfortably and drank her coffee before speaking again. "I have planned to give you a chance to run home."

"Would they even do that now?" asked Austin lightly. "Even if I wanted to go home?"

Lowering her head this time Miss Brancale's pause lasted too long to leave doubt about whether or not she had an answer. With a final sigh, Austin again stood up. He had been put into a frame of mind in which he was stalemated, and after staring a little longer at the downcast eyes of his host, he pushed in his chair and left money for his meal.

Miss Brancale looked up like a dog left at the pound.

"Thank you," said Austin gently.

Spidergirl glanced at him curiously, but Miss Brancale did not move.

"For trying to protect me," said Austin.

"Will you tell your father about this?" asked Miss Brancale after shifting a little in her seat.

"I don't think it's my job to tell him about you, Miss Brancale," said Austin. "If you have something to say to him you can tell him yourself. As for me, thank you for the warning, but I won't let fear get in the way of this. Good bye."

And with that he took his leave with his coat under his arm. Spidergirl caught up as he paused at the door to put on his coat, and as they exited out into the street now with an overcast of clouds just in the right spot to cover the sun, they left Miss Brancale to herself still seated at the table.

"So what are you going to do now?" asked Spidergirl.

"Stay," said Austin with a shrug and still walking.

"Are you sure? I mean you have cured the main old villains left to be cured," said Spidergirl. "My—I mean. Spiderman would be very surprised, I think, and very impressed." She paused thoughtfully, and Austin did as well, though he was looking downwards and she upwards. "Maybe you should go home. I mean your northern wilderness home." She said the last phrase with a smirk to show her tease.

"I can't …" said Austin seriously though his small smile. "Not until I'm sure there's nothing left to do."

"There's always _some_ thing left to do in New York City."

"I know, but—"

"Hm," Spidergirl said. "With great power comes great responsibility?"

Austin thought a moment, his eyes now raised up to the patches of blue between the clouds. "Yeah. Something like that." He paused a little longer then and then turned behind him. "You know—" He smiled and shook his head.

Spidergirl was nowhere to be seen, and he shoved his hands in his pockets with sober but not hardly forlorn or discouraged in spirit down the street and hailed a cab. Although he did not quite see her he felt the eyes of Spidergirl from the rooftops before he climbed into the vehicle.

#

 _I know it's silly_ , Spidergirl thought to herself as she pulled off her spider-mask upon coming in through the window to her college apartment.

Her movements were quick and silent so as not to risk arousing her housemates. She had managed to get the single room whereas the other two girls shared the other bedroom. After pretending to be one of the worst snorers this side of Manhattan they might have preferred if she slept in the living room with a muffler over her face.

Carefully closing the window behind her, she left loose her ruffled red hair and sat upon her bed leaning against the wall where she had emerged as May Parker, the girl behind the mask.

 _I know it's silly_ , May thought with a queer smile, _but I think I have a crush on that funny little guy._

She shrugged. "I can't help it," she whispered to the shadow of her reflection in the long narrow mirror hanging on her bedroom door.

But if she wanted to make it more than a crush how would she go about it? She would have to tell him. That was the truth of it. Sure she trusted Austin, but there were so many complications to revealing to someone one's secret identity. It would be a wasted knowledge for instance and a burden that Austin did not need should he not like Spidergirl in return. It would be even if he did decide he loved her back, perhaps even more so.

Spidergirl sighed. "With great power comes great responsibility," she reminded herself, repeating what her father told her for as long as she could remember. Only when he found out she had spider powers too did it come to mean something more.

But when it comes to risking others with secret identities, Spidergirl also recalled her mother saying, "In the end you have to let the ones that care about you most decide if they want to share that danger with you."

Trouble was May had no idea whether Austin liked her back. How could he know himself? He did not truly know her. As Miss Brancale had said, Spidergirl's alter ego could go home safe at night to bed. Everyone knew that Austin Octavius was the son of a former criminal mastermind, but no one knew May Parker was the daughter of Spiderman.

 _And speaking of Miss Brancale and criminal masterminds_ , May thought, _there are more important things to worry about right now like whether or not someone's gunna dig their claws into poor Austin._

#

The first thing Austin noticed were the claws.

Christmas had come and gone. He had not gone home for it for fear of being held from coming back. He talked for hours with his mother and Ellen his sister, and held the phone with his father who spoke barely a word in the hour and a half that the receiver was open between them and Austin had said not much more. He received a present from Spidergirl marked with the spider symbol and inside a card signed "Your friendly neighborhood Spidergirl to my good friend Dr. Austin Octavius". Peppermint candies and a few cookies were inside along with a gift card to I-tunes.

These gifts (minus the cookies which had already been consumed) were on the kitchen table as an honored centerpiece now and Austin had been dazing off with eyes just above it with his cup of tea before the doorbell rang to his apartment.

And as he opened the door he jumped back in alarm to see the claws in front of his face, sharp angry claws, and a teen girl's voice cracking, "Please …" Sobs choked her and tears fell from her bowing head and onto the thin carpeted floor. "… Help me."

Before even getting a good look at the girl, he flung wide the door and pulled her inside the apartment before anyone could see.

She was wearing an immense coat that went down to the ankles with a wide fluffy hood with which she had previously hidden her facial features before reaching Austin's door, but it did not hide her bare feet too wide now certainly to fit in most anyone's shoes much less into the shoes of a teenage girl. However, although the mountainous parka made her appear smaller inside it, she was taller than he was by almost a foot or more. Her full height was only ascertained by guessing; as hunched and knee-bent as she was her head level was about on par with Austin's. Not that that was saying much as Austin was a very small man even if a tad taller than his father. But there was a bulk to the poor girl which perhaps matched the rest of what could be seen of her very hairy body and rather squashed snout in the middle of her otherwise attractive features if not for the short thick fur growing on it. Her large brown eyes were the only thing that were still truly human as far as he could tell, but her snout was seen only briefly before she brought her huge furry paws to her face to catch her tears.

"Help me," she begged as Austin closed the door behind her with eyes upon her all the while with care.

"Please …" the girl sobbed again. "I heard you could help anyone …"

"Just a moment, just a moment," said Austin bringing her gently to the sofa. "There, there. You must calm down. Please calm down, and tell me all about it. I promise to help in any way I can."

Behind her sobs the wind howled like a pack of wolves at the windows, but it was not a wolf pack she had been invited to join. Judging by the thick rough quality of her brown fur and the shape of her paws she had been intended to fight like a bear. She hardly seemed ready to fight the likes of Spidergirl, though she could easily have ripped off Austin's head right then and there, for she seemed unsteady on her limbs. Besides if a man turned part cat could not keep up with Spiderman a girl turned bear could not hope to keep up with Spidergirl.

Anger began to stoke inside Austin, but he buried it now. It would not help at present. He never heard of this girl. Likely the event had just happened, but where were her masters? What was her intended purpose? Would they be looking for her?

He brought her a glass of water to drink, and even this she had a little trouble holding. No complaint came from her however as she drank silently aside from a few more sobs.

Did she have a tracker of some kind?

Austin shook his head.

 _One thing at a time_ , he told himself.

"Do you like tea?" he asked. "I can get you some? Or some coffee. I have a little of that."

With head bent over her knees towards the floor she only shook her head, eyes heavy with grief and weariness.

"Where are your parents?"

"Don't have parents," replied the girl darkly, and she closed her eyes with a slow shaky breath.

"Well, then please, please," said Austin quickly. "Tell me what happened. Who are you?"

"Delilah," said the girl. "I'm called Delilah. I live at some stupid orphanage, and me and a couple other kids snuck off for fun during a sort of field trip thing. We planned to come back, but we lost them, but when we were looking up cabs to get back some guy offered us money if we did some work for him. Wes told us it wasn't a good idea but we outvoted him! I was the only one who escaped before they finished what—what—what they were DOING!" And she began to sob and to cry louder than before.

"Oh, please, Delilah, please," said Austin caught up in the emotion of this event and at a loss as to how to comfort her properly. "I promise to do what I can. Please. Take off your coat and relax as best you can."

Delilah nodded, but she was still choking and seemed unable to stop. Quivering she huddled into herself, disappearing into her coat like a furry snail into its shell.

Austin then hurried off to call a colleague under Dr. McKean to be ready for tomorrow, but since the Electro incident Austin also had a few things at home to begin. Granted it would not have been possible to draw Electro's blood had he had such equipment at the time anyway. He also got some ramen out to heat up for her after he was done with the needle work.

Funny thing was that all the while he had not been aware of the girl's movements. Austin had gone to his room to get his phone to call the colleague, and while away Delilah with a puckered brow rose to her feet and crept into the kitchen. She glanced at the refrigerator and spotted the ramen on the counter, but her eyes rested upon the laptop still open on the kitchen table. Well, it must be admitted that it was not so much the laptop that drew her attention as the coffee thermos beside it.

With wide wary eyes the girl crept further into the kitchen and stopped just before the thermos. Glancing out the hallways it seemed that Austin was still speaking on the phone. Quickly she unscrewed the top, but not necessarily frantically. She appeared calm enough and perhaps a little cold in the face now. Reaching into the coat pocket she then poured something inside of it from a very small vial.

At that very moment of its pouring Austin could be heard giving a "Goodbye".

With a cringe, Delilah screwed the thermos' top back on and shoved the vial back into her coat pocket. Hurrying back to the living room she was just in position again when he returned. Like a good patient she then allowed the good doctor to clean a spot between the fur on her arm so that he could draw a bit of blood. She wiped a tear from her eye but otherwise said nothing.

When Austin offered her the ramen after to procedure, the girl only shook her head and said how tired she was.

Austin nodded. "Alright, but if you change your mind my kitchen is at your disposal."

After scanning the blood so that it could be studied on his laptop he then proceeded to seat himself at his kitchen table. First he glanced around the corner of the open doorway at Delilah who was apparently asleep, and he sighed sadly before situating himself.

Grabbing his thermos then he was happy to find that the tea was still warm enough; though it had a slight metallic taste that must have been from sitting in the thermos too long. He made a face briefly as he stared at it a moment, but whatever it was he did not think about it long with a mind too occupied on the screen. He drank rather thirstily for tea, actually, in his anxiousness, but instead of feeling the caffeine, a heavy grog fell quickly upon him.

In a matter of minutes his vision began to blur and the words and numerical figures on the screen began to become nothing more than grey lines dotting along like choo choo trains. He could almost hear the chugging of a Christmas train running round the tree or running around his head, as it were. A buzzing could be felt in his fingers and toes from their vibration, and then he felt rather dizzy and fuzzy as though blowing away on the engine smoke. At last he could no longer keep up his head.

Folding his arms upon the table pretzel-style he laid his head as upon a glorious pillow and soft snoring erupted soon afterwards.

For a few moments Austin remained there undisturbed. Then a rustling of blankets sounded from the living room and Delilah's head appeared as she peaked like a curious and cautious kitten.

"Dr. Octavius?" she whispered politely.

The heap over the table did not respond. His elbow held the spacebar on his laptop, and the girl smiled with humor, but it was by no means an unsullied amusement.

"Poor sleeping baby," she murmured in a cold dry manner. "Don't you know not sleep in the presence of Delilah waiting to cut off your hair?"

But Delilah no longer sounded the same. Her voice had become deep and thick with a strong accent but confidently proficient in the language nonetheless. Reaching a hand up to her face she pealed at the edge beneath the chin to reveal a very strange face white and pale with an unusual sheen, but it was male. He quickly shed also the coat and fur and revealed the true reason why Delilah was so tall and big. Why Delilah had to be half bear to convincingly be a girl at all! The person was quite a man despite the strangeness of his face. He was a well known figure too in the shadows of New York even if his face was not so much for he wore a million of them.

He was Chameleon, and he had been around a long time. Older, gruffer, and colder, but otherwise not much changed for him in thirty years times since the old day of Spiderman.

He touched a ring on his finger now which was soon revealed to be a communicator into which he spoke thus, "I got him down. A guppy to a lure. Now for step two. He's putty in your hands. I'll be waiting for my pay."


	10. One Does Not Simply Walk in

JMJ

CHAPTER NINE: ONE DOES NOT SIMPLY WALK IN

With a lazy smile Chameleon turned off his communicator ring, and reaching into that big hairy coat now hanging over the other kitchen chair opposite the drowsing Dr. Austin Octavius, he pulled out something else. It looked a little like a child's hearing aid, a child's because it had a very strong grip that held it in place in the ear without being painful. In fact it was very gentle in a way that a person under drug influence would not remove it, nor wake from it if the drug began to wear off.

This was hooked onto Austin's ear, but naturally it was not an impartial hearing aid. Under its influence one could only hear very selectively. While asleep as well it worked all the better, for it then would work into the brain at a subconscious level.

The plan for Austin Octavius was not to turn him into some freak to add to the rogue gallery as his father feared or to kill him if they could help it as Miss Angelina Brancale feared and thought she knew. The plan was a little more careful than that and a tad more a befitting revenge. If Austin did not leave New York City and end his silly game of playing doctor of the underworld he would become its asset—not in becoming a half Venus fly trap or suddenly being endowed with tornado powers that would sweep him away in the wind as well as anyone else caught in his path. Those things had long ago proved to be unpredictable. The freaks under their command now days were only those who could fully be trusted because they knew precisely what they were getting into ahead of time and were paid very well. They could even lead semi normal lives right under everyone's noses as they could turn back to normal almost as easily as had been falsely promised long, long ago to a boy named Mark Allen.

No, Austin Octavius would be their own drone. They would use his mind as a tool and with the brilliancy of modern science and engineering it was the easiest thing in the world to brainwash a person like a brainwashed assassin in some good many stories. Now he would wake and decide to take the job offer without question, obey his boss without question, and the spirit of Austin Octavius would be broken. His genius would be under lock and key in the bowels of Oscorp where the new boss was only a puppet for the creature that lived beneath it which had once been known as the Big Man of Crime.

 _And people wonder why Osborn's little squeaker left town_ , thought Chameleon with a haughty sniff before turning on the unorthodox hearing aid to begin the reorganizing of Austin's mind. While it began running its course, Chameleon closed Austin's laptop too and removed the USB drive from its port.

 _CRASH!_

Chameleon had barely time to look up before he received a sudden foot in his face and fell to the floor, bringing the vacant chair with him. With a half moan and a half growl, he rubbed his jaw and looked up unsurprised to see Spidergirl standing a safe distance from him so that he could not lash out unexpectedly, but she certainly looked ready for a fight.

"Chameleon, huh?" muttered Spidergirl. "I'd say it's a pleasure to finally see you in person, but I think I'd just prefer it if I heard you retired to the Bahamas like a good little senior."

"Hmph," said Chameleon with a sneer as he blocked the way of Austin; in the dark kitchen he quickly pilfered the hearing aid off again so it would not be found. He could only count on that it had done its work enough to at least get Austin through the doors of Oscorp the first time. "As charming as your notoriety. But you're too late to—"

 _SWAK!_

Again Spidergirl kicked him in the face and with a most painful moan he dropped a second time.

 _Liar_ , thought Spidergirl and went to Austin, but before she could do anything Chameleon was leaping out the window.

"Wait!" Spidergirl exclaimed, and she was after him in a flash.

Whatever propelled the Big Man to reach ninety as fit as it was rumored must have been the same benefit Chameleon was graced with, for he surely was too old to slip down an apartment building so quickly, but then maybe Chameleon was not human at all. No one had ever seen anything of him but that strange shiny white face. Not that it would have changed Spidergirl's resolve to chase him either way as she leapt easily after him. She was still more agile and far faster, save that he managed to reach a motorcycle before she could grab him. It revved faster than a normal motorcycle and blasted out like a bullet down the street without hindrance of snow or slush.

With little more than a frown, Spidergirl dashed forward undaunted. She threw out a web and began to swing after him with the dexterity and strength of Tarzan and the litheness of a spider monkey (New York City was a jungle, after all); Chameleon was not about to get away before he explained himself if Spidergirl had anything to say about it.

In the helmet now thrown onto his head, he did not seem too unusual except maybe for the fact that he was not dressed properly enough for the weather and perhaps going too fast to not eventually go unnoticed by the police. In fact hardly had he turned a corner when a siren could be heard.

They came into high traffic with Spidergirl at roof level swinging close enough to throw a web for him. The web shooter fired just as the traffic engulfed the motor cyclist, but what she pulled up almost caused her to lose her bearing as she leapt out of the way in time from missing being struck by the motor cycle.

"Wah!" she cried and just managed again to keep it from falling into the street as she caught it neatly in a web net.

Leaping onto the side of a nearby building now her eyes darted through the traffic, but there was no sign of Chameleon.

She had no choice but to go back to Austin.

Austin had not moved in the least upon her return to his apartment, and for a moment she feared that Chameleon's words were true and that Austin was already dead. Leaping to his side she tried to remain calm enough to feel for a pulse on his wrist, but as she fumbled for it Austin let out a very small moan. In her surprise and relief she dropped the wrist with a thud back onto the table.

Austin did not move. He muttered instead after a moment or two something about work that she did not understand.

"Well," she said to herself. "At least he's alive."

Had they been planning on kidnapping him after they drugged him?

With her super strength she gently brought Austin to his bed and laid him down upon his pillow with the sound of the music of the club across the street reverberating into the room. She took off his shoes and pulled up a blanket for him and patted him gently on the shoulder with a smile tainted with melancholy before departing. However as she stepped out of his bedroom again she remembered with a moan, the window she had broken in order to get into Austin's place.

That could not stay like that all night.

After propping up the fallen chair that Chameleon had brought down with him, Spidergirl looked around trying to think of what she could put in front of the window and feel comfortable about leaving Austin's apartment prone to the elements and whatever else might decide to crawl in during the night. The chill breeze coming in was bad enough. Holding her arms against the chill herself, or in as a sort of outward expression of her frustration, she wondered if she would be able to cover it all with webbing.

No, she did not think she would have quite enough for that right now.

But there was a pretty good-sized wooden board sitting near a dumpster in the alleyway over which the window looked down. That might work if she webbed it in place.

#

It was as if his heart was beating against his skull in an attempt to leap right out of his body. In a space between dreaming and consciousness he thought for sure someone was knocking on his bedroom door. Some _thing_ rather with long slimy tentacles pulsing with an eerie throb and straining veins as they wriggled their way through the door already open a crack when he did not answer the knock. Pulsing, throbbing, pounding on, the first snaked its way around his ankle, and Austin was too immobilized even to cry out much less fight back against the beast. He could feel the pulsing of tentacle through his own body making the throbbing in his head even worse. Another tentacle wrapped around his head, and Austin could barely breathe. With all effort he tried to scream but his lungs barely forced out a gentle wheeze.

The tentacles now wrapping around his chest and stomach and legs made his whole bed throb as it began to pull him bed and all downwards as through a mucky sinkhole gurgling and moaning and bubbling around him as though his bed was a raft in a nauseating swamp heated from beneath by some unknown terrible force.

"Your father's rebellion …" a voice seemed to hiss like steam from the popping bubbles; though Austin was more occupied with the heat coming from the throbbing tentacles pulling harder and harder over his body and suffocating him. " _You're father's rebellion … for the sake of your father's …_ "

"Wait," said a voice, calm and relatively normal sounding, it was it was quite a contrast from the eerie and over dramatic tone of the first voice. The fact that it sounded quite familiar also aroused Austin's ears. It was a voice right above him and a head hovering there casting a shadow upon his face.

The swamp and tentacles were gone. Only a familiar face looked down upon him with a firmly set jaw but otherwise expressionless. He was in his own room at the apartment, but the feeling of normalcy had certainly not returned when Austin realized that such a face should not be above his head. It should still be in Duluth—not to mention that he had never out of newspaper and magazine photographs seen it masked in electronic eye pieces and topped with this dark brown hair sleeked back against his head which topped a very large round body clothed in some strange janitorial suit and a thick leather coat.

"Austin," said the face now in a dry mocking tone.

Austin tried to respond even if only to demand what was going on, but he became conscious again of the fact that he still could not move.

The figure above him cocked his head with cold calculating interest like a scientist about to dissect a gruesome alien life form, and the sound of clicking mechanical arms followed the black snaking limbs behind his back as he asked just above a whisper, "What have you done?"

Austin's eyes darted down as well as they could without moving his head, and he saw that the tentacles writhing in slime that had entered earlier by his door came now from his own shirtless body, which was itself pulsing with that same sickening vibration in which the veins seemed liable to pop with their glowing orange blood through his deep red puffy skin. The tentacles seemed to writhe with his own emotional response as he finally found his voice enough to cry out.

" _Wah_!"

Gasping for breath as he leapt upright in bed warm and wet with sweat still dripping from his brow, Austin at last woke to full consciousness. Not quite reoriented he looked down frantically at his body and touched his chest, which still was covered with his shirt from the evening before, but all seemed normal enough.

He slapped his palms into his face with relief and disgust at his own dreams.

As he realized where he was and time and space came back to its normal perspective in his brain however he wondered why in the world he had slept in his clothes at all.

And he remembered Delilah.

Springing out of bed he found his footing a little unstable, but he did not let it stop him from leaping out of his room even if he did nearly run fuzzy headed into the door. He tripped into the hall, and actually did ram his shoulder into the wall before turning the corner into the empty living room.

"Delilah?"

Shaking the grog from his head as best he could he was drawn away from the absence of the girl to the sudden draft from the kitchen. He jumped back in alarm to see the old weather-stained board lodged into where his window had once been by … well, it looked like Spidergirl's webbing.

Slowly, Austin investigated closer, touching a thread gently, and he found it still felt sticky.

His laptop was on the kitchen table where he had been using it the last time he had coherent thought. His thermos had some tea left in it he found after shaking it up a bit. He opened the top and poured the rest down the sink, and after a pause he opened his laptop. It had never been shut down and had been apparently on sleep mode all the night through, but what concerned him far more was that he noticed that the USB drive was missing.

 _Unless the bear girl was a dream too_ , he thought.

Was he sick?

The slight queasiness he felt seemed to prove so, but he could not go back to bed until he figured out what was going on. A shower too might be nice and breakfast afterwards, but first he went to make some strong black tea in the hopes that the caffeine might clear his head.

Just as he reached for the tin on the counter which held it, he heard a sudden knock on the door.

He stiffened.

First the knocking in his dream returned to him, which announced the entrance of that ridiculous beast and bearer of doom at his chamber door, but it was soon overpowered by the memory of Delilah's knock. A shiver ran up his spine as it occurred to him that perhaps she had herself been a bearer of doom, and for the first time he wondered if something not of normal causes had made him sleep so hard without knowing how he got to bed, or why he felt so dizzy and sick.

The knock came again.

"Austin?" asked a familiar voice, the voice of Spidergirl.

Austin breathed a sigh of relief and his shoulder fell loose at his side. After a third round of knocking from Spidergirl, he came to the door and was pleased to see her larger than life as usual.

"Oh, good!" exclaimed Spidergirl. "You're okay." The smile could be heard in her voice and stance. "Though, you look like you had a rough night. You're still in your clothes from yesterday and—"

"You came in through the front entrance?" muttered Austin in interruption; his voice still sounded rather groggy.

"Oh, it's not the first time," said Spidergirl carelessly waving her hand. "Besides I didn't want to break another window to get in. Anyway, I was so worried about you last night and I hated leaving you alone, especially with the window I broke and all, but I sealed it up at least temporary. If you want I can re—"

Austin held out his hands as his still slow mind had caught up with her rapid explanation for her visit.

"Okay…" said Austin. "Why did you break my window exactly?"

Spidergirl glanced behind her idly, but it was to make sure no prying ears were about. This was not lost upon Austin who then invited her inside and closed the door behind her. Turning Austin watched his strange friend as she examined her own work with the board and remark that it was kind of a clumsy job and that she could have done better.

Austin shook his head. "Just tell me what's going on."

"Okay, but first sit down, you really do look awful. I don't know what they gave you but it obviously hasn't quite worn off yet."

"What?" Austin demanded but he plopped himself down on a kitchen chair not bothering to turn it the right way around so that he was seated backwards upon it.

"Well, how much do you remember from last night?" asked Spidergirl still musing over the board with a hand under her chin.

"Um, I think I was helping a girl whose DNA had been combined with a bear's, and I sat down to analyze her blood here and then … I don't really know after that." Austin looked quite annoyed. "I might have dreamt the whole thing."

"Maybe, maybe not," said Spidergirl at last turning to Austin and with a voice rather earnest, "but you were face-first on the table when I saw you through the window here. And there was no girl. But there was Chameleon. He never disguised himself as girl before as far I know, but—" She shrugged. "I think he drugged you."

Austin scowled and leaned over the back of the chair with chin in his arms. "So, do you know what he was going to do after that? Turn _me_ into the half bear thing?"

"I don't know," said Spidergirl shaking her head. "He was hovering over you when I came in. You know. Through the window. He was touching your head. Maybe he was going to do something more to you. I'm sorry. I tried to catch him, but I—well, I lost him. Everyone lost him. Caught his motorcycle like the wildest fish story in your life on my line, but Chameleon was gone."

Staring thoughtfully up at the ceiling (or maybe that was sleepily) Austin muttered suddenly, "Maybe I should take the job."

"What?" demanded Spidergirl.

"At Oscorp," said Austin. "The one they offered me."

"But Oscorp might just be the guys who hired Chameleon," Spidergirl remarked.

"Probably," Austin shrugged.

"One does not simply walk into Oscorp," Spidergirl said as a half tease but quite serious all the same. "They won't fall for it. That's probably where they were going to take you last night. Maybe they even subliminal messaged you to want to work for them and that's why you're even thinking of something so stupid."

"Maybe," Austin admitted. "But this isn't going to end ever unless I find out what's going on."

"They could kill you or worse," Spidergirl said crossing her arms.

Austin laughed. "Or worse."

He could almost see the pout on Spidergirl's face as she retorted, "I don't see what's so funny about it."

"Please, Spidergirl," said Austin then rising again from his seat and walking over to her. "Help me with this. I'll help you expose them. Miss Brancale knows that the Big Man ultimately owns Oscorp. Its new owner's just his puppet. Let me get in and find out what they know. They want me there so bad? Well I'll give me to them. We'll keep in contact with speakers. I have some. I'll put mine in my pocket. You'll hear everything."

"I don't like it," said Spidergirl.

"Do you have a better idea?"

"Not really," Spidergirl admitted, "except whooping more freak butt like that thing I fought last week."

"That thing that was once a man," said Austin.

Spidergirl nodded and sighed. She consented.


	11. A Jolly Old Holiday with a Ring Around

JMJ

CHAPTER TEN: A JOLLY OLD HOLIDAY WITH A RING AROUND THE ROSY

One might have thought Austin Octavius to be some sort of celebrity on his way to his private suite in a new favorite hotel the way he was welcomed through the doors of Oscorp on the day after he accepted the job offer. It was hard to say whether they believed in Austin's sincerity or not, but no one could say that they did not put on a good show either way.

He was presented with the wonders of his new laboratory, which Austin had to admit was most impressive so that he found himself nearly wishing it was true that he could use it in the way he wished. The fellow scientists showed just enough annoyance by Austin's presence to prove that either they were displeased with the ridiculousness of the show the company was putting on or envy at Austin's fortune. Honestly it was difficult to tell.

The leeway with his hours was very gracious and the pay was considerable. It was going to be like a sabbatical rather than a job by the way it was explained to Austin. It still reminded him very much of a vacation in a way and this was some sort of hotel; though a hotel with hospital grade sterile walls and white clean halls.

Austin himself almost did not need to pretend to be in a daze, for he was quite legitimately overwhelmed by the whole procedure, and after his grand tour and top quality lunch, he was left in the care of the other scientist who although were not as boisterous in their welcome as the tour guides or the boss himself, could not be said to be impolite as they showed him the finer details of the lab and its equipment and what they were working on. Their slight aloofness with their seniority was only to be expected; though Austin could not help but wonder if it was aloofness of superiority in position or if they knew full well what ill the company intended for Austin and it was the superiority of a man over a lab rat.

Certainly what Austin saw in the lab and what the scientists explained to him all seemed for the better of mankind, and Austin again found himself almost believing the sincerity of what they said. For medical research. For space exploration. For the rejuvenation of broken bodies. For the thriving of the human race!

But he was not half fooled for long. Closer scrutinizes proved their faults, but still nothing that a normal business empire would not have. Only visions of dollar signs danced in their heads. There was nothing that proved the underworld's involvement.

At the end of the day he was free to leave as if the job he had taken turned out to be the most normal thing in the world.

All except for one thing.

One odd little thing.

It was the little things that Austin had to remind himself to pay more attention to; though he did notice this easily enough as he had been prepared all day long for some sort of ill play.

There was a certain headset in the lab, which the scientists were listening in on when Austin returned from an errand on which they had sent him. That was not so unusual in itself, as a lot of their work seemed to be in sound waves at the moment. Nor did they give away any suspicious behavior as they invited Austin to have a go. But as Austin put his head in between the headset what he heard did not make sense.

The instant he was in between them he felt the power of his mind begin to fade as though it was sucking it out, but he knew at once that it was not so much sucking brainpower like some _Doctor Who_ episode as it was subduing it; though such things were not unusual in such sci-fi shows either. And what pervaded him was a sense of false security. His initial alarm nearly left him even as he began to jolt upright in his seat. He sat back down and felt very drowsy or at least distant, but just when consciousness was about to leave him he heard a sudden shout and a shock which not only blackened the laboratory, but sent a wave through his body.

It woke him up in exchange for a pain in his chest where he lay moaning on the floor, but he was consciousness enough so that through a few clouds of haze he could see clearly enough Spidergirl taking control. In the emergency lighting and just loud enough to be heard over the sirens, she demanded of the first writhing worm of a man like a fly in her web bed in which she had tucked in all three scientists, "Where's your boss?"

"Try in his office," remarked the scientist.

"You know who I mean," said Spidergirl. "The one who wants Austin out of the way."

"He's not here," scoffed another. "And you'll be in jail for this."

"You tried to brainwash Dr. Octavius," Spidergirl reminded him.

"You can't prove it!"

With a webbing she snatched up the sound machine that he just been using on Austin, and she also grabbed up Austin too and helped him to the skylight where she had let herself in. She leapt down again upon the wall so that she could be eyelevel with her prisoners. "Where is he? Quick. Or am I gunna have to take you out on the roof with me?"

#

"Ug this is crazy," said Spidergirl from their perch behind an advertising gargoyle on a high roof. She slumped against the glowing monstrosity and moaned.

"You mean it was too easy," replied Austin gravely. Tapping his thumbs together he released a pout in his lower jaw and stared at the bolts holding the advertising creature into place.

Spidergirl laughed. "I shouldn't'a let you talk me into this, doc. My whole reputation is almost as good as gone, and it's not just for me that I'm worried about with this."

"I know," said Austin, heart still pounding from the flight Spidergirl had taken him on. "You have an image to uphold that you didn't invent yourself."

"Exactly."

"But we have the evidence," said Austin holding up the machine. "If we're quick."

"You know it might not be enough to convict anybody of anything except maybe those scientists. They might take the fall like patty cakes usually do. But they got me on security dropping a squealy guy off a roof."

"And catching him," said Austin.

"I know but—" Spidergirl shook her head.

"Well, do you think his location is any good?" asked Austin.

"It won't be if we don't catch Big Man fast before he gets the news, which knowing these highly connected criminal types he probably knew before we ran off and will be hiding behind legitimate police protection like usual. And even if he isn't, what are we gunna do? Kill him?"

Austin lowered his head and shook it. "He already has a criminal past. If it was brought up again with connections to this … of course we would still need Miss Brancale to tell her part in this."

"Which would pretty much be a death sentence for her before she could make it to trial," sighed Spidergirl. "Oh, we're just two peas in a pod, aren't we? Too impulsive to think these things through?"

After a pause Austin lifted his head again to speak, but nearly jumped in a sort of double take below him. Spidergirl looked up in surprise at him as she watched the nearly instant transformation of his face which had gone quite rigid and perhaps a little angry, and yet all the color that had been previously flushing his face had vanished to the pallor of a ghost.

Spidergirl looked down, and she saw too.

"Angelina Brancale," she whispered.

The woman was walking rather slowly, but her posture was anything but leisurely in a trench coat, helping to convey the brooding atmosphere about her. Spidergirl sensed no danger, and she could trust her sense as part of her spider abilities, but that did not explain what Miss Brancale was doing here.

Austin made for the escape ladder as Spidergirl thought, but she soon beat him to the ground as she hopped the wall like a lemur to the slushy grime of the long cavernous alley in which Miss Brancale traversed. She had already seen them before their descent. Likely she had known they were there before she entered the alleyway.

The phone maybe?

Her ability to track down Austin would have been uncanny otherwise. The fact that she did stalk Austin was unnerving enough.

"Alright, Miss Brancale," said Spidergirl arms crossed and stance staunched. "Something you wanna get off your chest, maybe? Like you've been working for the Big Man the whole time and we believed you. Of course you're still angry with Otto Octavius. Of course you didn't forgive him. He left you for some woman from Quebec and settled in a postcard country at the edge of Lake Superior and practically lived happily ever after. You're envy must be beyond belief!"

"It is," said Miss Brancale sullenly as she stared at a scrap of a now shapeless and unrecognizable piece of trash in the alley.

"Ah!" exclaimed Spidergirl. "You admit then. You are working to help the—"

"The Big Man is dead!" said Miss Brancale. She did not say it loudly so much as pressing.

Spidergirl sighed rather unsure what to believe. Her raised brow however was lost upon her audience.

"I … I …" Miss Brancale shook her head. "I was set on revenge." She looked at Austin who returned her with a calm but distrustful stare and a rather grimly set jaw. "I really was. But I—" She bit her nail uneasily. "I couldn't. Not when I saw you. So noble and brave and true. A knight of science if ever there was one. You were like everything your father was supposed to be. The poetry of it touched my heart in a way that I cannot explain."

Spidergirl looked back at Austin, but Austin only lowered his head.

"The Big Man had plans to kill you or buy you out," said Miss Brancale. "Dr. Trainer had plans to drive you mad and make you the return of Doctor Octopus. The Big Man would have won though. He always wins."

"You killed him?" asked Spidergirl in disbelief.

"No," said Miss Brancale. " _She_ killed the Big Man. It was going to be a secret while she would continue to give orders as if he was still alive. He was a weak old man but that time. His mind might have been powerful and his frame might not have looked it, but he was frail inside and had all sorts of medicines and procedures to keep up his appearances. Dr. Trainer was a genius. It didn't take her much difficulty to use that against him. She poisoned him."

"And what about Dr. Trainer now?" asked Austin. "Where's she?"

"Crazy, completely off her nut," said Miss Brancale. "At least … well, she was until …" The woman turned away biting her lip very hard as though it might break the skin. He eyes were smothered beneath the heavily knotted brow not completely hidden behind her veil of bangs.

"You killed her," said Austin.

Tears brimmed. "You don't understand!" exclaimed Miss Brancale. "I had to! She was crazy! Maybe she was always crazy! I—I—I _hated_ her! I was nothing but her bitch. I was nothing but everybody's bitch!" She kicked the wall. "Of course when Otto escaped he didn't choose me. I wasn't a real woman! I—"

"Okay," said Spidergirl gently but quite firmly like one talking to a child having a tantrum as she stepped closer to her. "Miss Brancale. What about what happened just now? If both the Big Man and Dr. Trainer are dead how does Chameleon come into this?"

"I wanted him to leave," said Miss Brancale. "I wanted Austin Octavius to leave and never come back. I didn't know he would be brave or foolish enough to actually go to Oscorp where they still think the Big Man's giving orders and that the Big Man's orders are to enslave Austin there."

"But you hired Chameleon," said Spidergirl darkly.

"Yes," said Miss Brancale. "I've been under guises before. I know how to do it, and I'm not so stupid not to know how to use Trainer's equipment. Her voice manipulator almost sounded just perfect. It fooled Chameleon anyway. He didn't hurt you. He thought he was going to brainwash you into working for Oscorp, but really it was going to subliminal message you to go home. I paid him and everything."

"Miss Brancale," said Austin. "I would have come back once it had worn off. Whatever it was he was going to do to me."

"And why do you really want Austin to leave?" demanded Spidergirl. "If you really care about him why did you put him through all this? As far as I'm concerned you're just as off your nut as Trainer."

"Maybe," sobbed Miss Brancale shaking her head. "Maybe."

"Get a grip, Angelina!" snapped Spidergirl stamping her foot, and grabbing the woman's shoulders she gave her a good shake.

Miss Brancale's eyes widened and after a moment she wiped her tears and some of her makeup away.

"Are you sure you're telling us the truth now?" asked Austin.

The nod she gave though small was rough and final as she choked down a couple more sobs. "I'm sorry. Please, Austin. Please. Forgive me." And here she dropped to her knees before him. "Please. I'll turn myself in and explain everything. Neither you or Spidergirl will be blamed if I tell them that it was my fault you pulled the stunt at Oscorp. And they were really going to brainwash you. That machine along with all the cameras I have backed up will prove everything."

"That does sound like the best thing," Austin agreed with a shrug. "And yes, I do forgive you. I don't see why I shouldn't. You _do_ need help, Miss Brancale."

"I know," said Miss Brancale as she allowed Austin and Spidergirl to help her back onto her feet. "Um. Austin. There is something I want to tell you."

"Not that you love him I hope," Spidergirl blurted out before she could stop herself, but Miss Brancale just shook her head and looked at Austin carefully.

"What do you want to say?" asked Austin straightening himself.

They were about the same exact height which meant that her original crush would have been just slightly shorter, but her gaze was not on her distant romance but on Austin as a boy, which he was in comparison to her. She said very quietly, "I just wanted to say no doctor in the world will have done for me what you have by coming here. It broke me open so that I can be re-healed properly. I know I shouldn't have killed Dr. Trainer, but I would have killed plenty more people if I had been at Doctor Octopus' side, and it took me till now to realize that. To truly realize that. You touched me. Touched my wounds and they stung. I wanted you to go away, but out-proved me like a doctor to an ornery patient. You are THE doctor to me. Dr. Octavius."

Spidergirl could not help but smile at Austin; though of course with the mask on he could not see it. Even if he had been looking at her. He was quite overwhelmed as it was.

* * *

 _NOTE: One more chapter after this. Hope you like it even though it's kind of a weird story._


	12. The Bear Bows

JMJ

CHAPTER ELEVEN: THE BEAR BOWS

It was out of Otto's character (or at least it had been ever since the alteration of his brain at the age of thirty-two) to feel trauma about the past. He had his moody moments at times but never emotional trauma. He especially had no secret fears or haunting memories of his time as Doctor Octopus. It was not as if he could come out of the past and destroy him. He had no pride in Doctor Octopus or his activities, this is true, but he thought as much about him as a child's make believe monster or the phantoms of his dreams. Of course, it was far more serious than a childish game, as real people were hurt and affected by his actions, but they were of no consequence to his present conscience. He had made peace with himself about it long ago.

It was not like how he pretended to be cured for his scheme to control every computer on the planet. Not since the days before his alteration had ever been so jumpy and whiny as that. He had been mad. Madder than a march hare. There was nothing to feel guilt about. Regret, yes, but not guilt. He felt far more guilt about what happened before when guilt did creep up upon him …

He had kept no secret about his years as Doctor Octopus from his family. It was only a type of lesson for his children, and he told it as dryly as one may speak of long past family history. Though, what made it drier was the thought of how interesting it truly was that he was still more Doctor Octopus than what Otto Octavius had been previous to the incident, or perhaps it was that he had always been or at least been enslaved by Doctor Octopus in a sense before, and only after Doctor Octopus had been released had he truly become Otto Octavius.

Seated in his home office staring at a computer screen which he never turned on, he set his lower jaw grimly as he mulled over these things.

" _You're not like other dads," he recalled Austin saying with a broad boyish grin once a long time ago when his father was a great bear and he a little cub._

 _Otto raised a brow, which made him look almost haughty, but Austin never fell for it. One might have said as a child Austin thought Otto could do no wrong. Sometimes Otto would say to Rosie that it bothered him just a little that his son worshiped him like a god; which in turn of course would only make Rosie laugh._

" _I wouldn't think so," Otto muttered in return to Austin's comment now after a sort of careless grunt._

" _You're not like other dads cuz you're better than other dads," added Austin quickly and climbed into the car eagerly as his father buckled him in. "You're serious and smart and a genius and stuff."_

 _Although Otto tried to remain frowning about it, he smiled in spite of himself, wry though it may have appeared on the surface it was rather sheepish beneath …_

It had nothing to do with love, for he loved Rosie and Ellen just as dearly, but Austin had this funny way about him that made Otto ponder over their odd relationship. Was it that Austin was in tune with him in a manner that could pull out his inner thoughts to the surface or was he the boy that Otto had never been? It seemed the older Austin grew, the more he made up for his own stupid life, for it was that he often regretted his life previous to Doctor Octopus more as it had been quite his own making. Only the matter of fatalities brought the reality of how much worse Doctor Octopus had been, but if he had not been such a nut subdued, he might not have released such bottled up rage when madness had taken hold. Well, actually he never would have worked for Oscorp, so he never would have been mad at all.

 _But was that a good thing or a bad thing?_

Thoughts such as these had been increasing of late, ever since Austin left for New York City.

Austin was everything Otto was not in more ways than one, and if there was one thing about Austin, which he could not stand it was his "mission" in life. It was perhaps also one of the things he and Austin at one time had shared, for there had been a time in which little boyhood Otto had longed to do things for good—when he thought that it was not only his dream but his duty and God-given gift if there ever was one, to use his intelligence for the better of mankind.

As Austin worked diligently on school projects and researched cleaner technology, safer medicines, psychologically uplifting architecture, Otto easily saw himself as a little boy, glasses, shaggy dark hair, shyness with a burning drive of a spirit and all. The main difference was that Austin never lost it, and its cause proved to be more than supportive parents. Austin's naturally buoyancy was a thing that Otto never possessed. To this very day Otto had never achieved it so well as Austin had it naturally.

Having never had a relationship with his own father he did not know about some of the other habits of Austin's early investigations into the world of science. It had been strange enough to him that his original interest in science seemed to spring from a desire to be like him. He supposed it was normal for most families but he had always wanted to be the opposite of his father.

As Otto focused on the black screen for a moment he had been staring abstractedly at he faded out again as he pictured now the look of dismay on Austin's face after Otto's returning from lunch in the kitchen only to find that in his attempt to help Otto in his absence Austin had practically done all but rewrite the program. There was a similar look on Austin's face when he was caught red-handed wearing a pair of Otto's goggle as he was sitting in his room mixing sodas which he pretended were holding chemicals. Not to mention the bit of soda he had spilled on the carpet upon Otto's arrival at his door. Otto had but to hold out his hand and Austin handed the goggles back with sheepish movements. That was when the hook had been installed over the home office door or as Austin termed it "the home lab". But that did not stop Austin from coming in when Otto was in there. He came in all the time to watch and observe and ask. It seemed he enjoyed being in that little room with Otto more than playing outside with other children. He might have learned more about science and math and reading too for that matter in that little room than he had all the way through high school.

But Austin's interest soon enough became a drive. That single drive that only grew more focused the older Austin became.

Otto still recalled that day when he had come home from the university and Austin popping like a Jack-in-the-box out as he opened the front door, and he grabbed him with teeth clenched as tight as he could …

 _Otto raised a brow, but the concern was certainly there even on his face as he looked down with a pout upon his son. He could not help but conjecture about what bully dared sock Austin in the chest to disturb his frame of mind so badly. A part of him, as often when he pinned blamed on someone, felt the movement of those mechanical arms still lashing out like pythons as an echo of years past._

 _After some moments of Otto staring in front of himself and shoving such unwanted thoughts out of his head, he at last looked again down at Austin and touched his dark shaggy head._

" _What happened?" he demanded. "What's wrong with you?"_

 _He managed to pry the boy off with delicate care and then Austin, not all too responsive grabbed instead onto his arm like a static-charged sock unwilling to let go. So he managed to get in through the door with Austin on him, and he dragged him into the house without any more questions until he saw Rosie who always was home before him for her job was only part time since the arrival of the children. But Rosie was not helpful in this. As he motioned to the quite distraught little creature clinging with the ferocity of a tick, Rosie only shook her head._

" _It's between you and Austin," she said; though she did warn the boy to be careful of his father's spine._

 _At least at this, Otto managed to get Austin onto his feet and bring him aside to his bedroom where they could talk in peace._

" _Sorry," said Austin._

 _Otto shook his head and frowned. "What?"_

" _I saw you on the television," said Austin staring down at his shoes._

 _Otto winced._

" _You know. Doctor Octopus."_

 _With a sigh and a roll of his eyes, Otto grumbled under his breath, "They produced a show about it? Oh, brilliant." Then seating Austin onto the foot of his bed, he said, "Look. Austin. I'm quite sound and … socially able enough to now be functional. It's nothing to worry about. I explained it to you many times before."_

 _Austin nodded solemnly and very quickly. Otto knew that telling Austin spooky stories was not the same as seeing it on television._

 _A thought crossed his mind too to ask Austin what sort of footage they actually had of him, but he thought better of it. He did not want to know. He was only glad he missed the annoyance of it. Not so much the footage per se, but what some idiot who had never experienced Spiderman's New York City in his or her life had to say about it._

" _It's over."_

 _Austin nodded again. "Okay."_

 _Otto paused as he looked down upon the forlorn little face of the boy. "Are_ you _going to be okay?"_

 _Yet again Austin nodded, and this time said nothing to accompany it, but he did look a little less perturbed as Otto had broken him out of a spell._

" _So I can leave and you're not going to worry about it?"_

 _The boy nodded once more, and Otto tried to smile as he touched him affectionately on the shoulder. "Good."_

 _Yet it was hardly a half an hour later when Otto was putting something that he brought to work in his home office when Austin appeared again with a puckered brow. It did not possess nearly the same amount of personal concern, but was still concern enough as he asked in a clear childish voice, "What about the others?"_

 _Otto glanced at Austin rather idly, for he did not know what Austin meant, nor that he was speaking about the same topic as before. "What others?" he asked._

" _The others in New York. What happened to_ them _?"_

" _You mean the Sinister Six?" asked Otto unable to hide his annoyance._

" _All of them," said Austin candidly._

 _It was a question that became Austin's entire life and it had started at age five …_

Only a year or two later Austin first came up with the idea that he would go back to New York himself to help them back to normal. The first time Otto only smiled and told him it was a nice thought. The second time Austin brought it up Otto tried to explain to him as charitably as he could that most of them probably did not want to be cured.

"But what if they do?" he could still hear Austin asking.

At the third time Otto only hoped it would pass. After all, Ellen had thought for some years that she wanted to be a surgeon in South America for people that could not afford it before she decided to pursue the arts. As Rosie put it, children often had noble and lofty goals.

But in Austin's case it never passed.

And Otto had tried all he could think of to persuade him of the folly of the idea. Every angle was explored. The crazies in New York would laugh him to scorn if they did not decide to kill him. He told him that as his son someone might just kill him anyway. He had tried to explain to Austin that scientists who get involved more often than not become freaks themselves. He could wind up far worse off that Doctor Octopus if he was not careful, especially with the scientific advancements since then.

Never.

Austin was driven.

Though he thought such things beneath him normally he even tried to convey how insane he himself would become if Austin were to go to New York. Outright he finally said he would lose his mind. But even this would not convince Austin. When it truly came time for Austin to leave he had nothing more to say. All his schooling, all his studies, his whole life had been for this moment. Otto could not dissuade him of his mission. He almost hated Austin for it, but only because he loved him so dearly.

" _It's a drive like Christopher Columbus," Rosie said the day after Austin had flown away. "He knew his whole life he wanted to do something important on the sea. It was a drive as deep as Austin's."_

" _It's a punishment for me," said Otto in return._

 _But Rosie would not hear such talk._

" _It's true though," said Otto darkly. "I said once that the freaks of New York City belonged to me. I said it was all based on my work. And I had a right over them. Now that responsibility has been handed to my son."_

" _Then it's not a punishment," replied Rosie sharply. "Think of it as a fulfillment. For their sakes, not yours."_

Otto nodded at the black screen in the present.

 _For their sakes, not mine_ , he thought.

He had to admit that he had never thought any better of them since he decided to leave Doctor Octopus behind him. When he was actually sobered enough to make that decision. The many months of Electro pestering him at Ravencroft about when he was going to escape only seemed to make his opinion of them lessen all the more. Until at last he had to tell Electro flat out.

" _The great secret is that I'm never planning to escape," said Otto in a voice so dry that it could have crumbled into dust. "I may very well spend the rest of my wretched life here with you. A pleasant thought, isn't it?"_

 _Electro laughed darkly. "Oh, c'mon, Doc. Who's going to fall for that a second time?"_

" _Exactly," retorted Otto._

 _He leaned back in his seat and closed his eyes as a great lord in full princely apparel upon his armchair instead a psychiatric patient in nighties upon a chair just cushioned enough to be considered more than a table chair; though hardly more comfortable. Actually, it was a rather normal sight at Ravencroft for a patient to sit himself in such a way._

" _No, c'mon. What's your_ real _game?" Electro said. "C'mon. I'll keep it a secret. You can trust me." He leaned in close, confidentially, almost like a dog, eager and alert for any flicker of a sign in his master's face that the time to start the hunt was now._

 _Otto lowered his jaw into that very characteristic pout of his and lowered his eyelids as he glanced idly away from the freak. Even behind the mask the light coming out from Electro's eye holes were starting to hurt his eyes anyway without the protection of the eye pieces of Doctor Octopus._

" _Well, aside from the fact that there are cameras in plenty in this place keeping their eyes on us as we speak," retorted Otto leisurely, "escaping would not fare me much better."_

" _What. Are you afraid?" asked Electro. "I'll fight them all to keep them from taking your harness."_

 _Clearing his throat carelessly, Otto said, "You know, of course, by now, Maxwell, that such loyalty is superfluous at best. I never had any intention of aiding in your physical reclamation back into society, nor have I ever held you in anything but the greatest contempt."_

 _He could only imagine that this would stop Electro's incessant shoe-licking once and for all after he got over the blank expression he gave as he fully registered and managed understand what Otto had just told him in such indifference._

 _Not that having Electro as an enemy was too much better, but at least after the initial explosion of rage that day Electro gave him a wider berth when he was finally allowed out of solitary confinement. By then they were making plans for the surgery. The surgery to remove the arms once and for all, and yes, yes, Otto feared this. If one thing caused him fear, it was the pain he knew he had in store for himself, and if there was one emotion he hated above all others it was the emotion of fear. A stupid and pointless emotion as far as he felt concerned, but one that could not be denied, and one that he knew logically was not as pointless as he wished it to be._

 _Either way he did not dare to hope that things would go well. They could in theory, but Otto knew the risks of his never quite being the same again. It was either that or try to escape and never get caught again. Otto had regained sanity enough by this point to know that with Spiderman still on the loose this would be unfeasible. The government had already planned his sentence with or without his consent. At least at Otto's consent they would be gentler about it._

 _It was only a pleasant distraction when Electro returned after being part of what had been considered the "improved" Sinister Six led by Sandman. The knowledge that it had been led by Sandman had been amusing enough for Otto, but the look on Electro's face when he returned after their failure had been a thing of beauty …_

In the long run the procedure had ended up going a little better than Otto had thought, but his body had not responded all too well at first. He recalled briefly the weeks he had spent in the hospital wondering if he would ever make it out again. It was not that the procedure had been overly complicated but every surgery had its risks and the worst had been foretold him in a manner than no one else would have believed. It was a secret that Otto may well bring to the grave with him, but at least he had proved to himself that the future could indeed be changed.

He had not been satisfied completely however until at the five year mark when it was foretold that he should have died; he was at that time in a faraway country marrying Rosie with a mind in a whirl of how fast it had all been set up for him. He did not believe it until it was over. Until the next year had passed and Ellen was growing for birth he had still been getting over it. He had still been getting over the fact that the asylum had let him out two years before enough to meet and fall in love with Rosie.

On and off on a cane and being careful not to lift things that were too heavy were hardly a sacrifice when one lived in a comfortable home with a good job, good wife, and two happy healthy and surprisingly morally upright children that he felt he never deserved.

He felt he did not deserve his new life, nor did he feel that any of the other New York crazies did either. It had been a good many years as it was that he had with the help of his family been able to think charitably about other people at all. His ravaged brain found the concept quite alien and he still had trouble feeling sorry for people that he felt deserved what they got.

One thing he never overcame and had difficulty even trying, however, was his contempt for the other rogues.

"They don't deserve you," he had once told Austin over the phone in a stiff dark voice.

But that was exactly what he had once said about himself, and if one thought about it may be he truly deserved it less, for some like Electro were not even in the mess to begin with. Not like Otto Octavius who had been one of the original founders of the super villain. He had developed the method with his own hands, with his own brain. Now it was his own flesh and blood who had taken it upon himself to fix the problem because Otto would not. Really, perhaps Otto was quite incapable of doing anything by this point in his life.

But as Otto sat there staring, glaring, at the blank black computer screen before him a thought which although had occurred to him before resounded with perhaps more clarity than he had allowed before. Whether or not he or the other crazies deserved anything, did not the innocent people in the matter that had to deal with them deserve a little reprieve with so many other freaks roaming the city now besides the ones that were a direct result of Otto's doing or his vile successor Miles Warren? Sure there were tons of dishonest people in New York too, but there were some people who tried as always. What about the people who tried to cure the crazies at Ravencroft? As stupid as they were many of them honestly wanted to help and could not. What about the police who just wanted to keep their city safe for the citizens who lived in it and were dealing with enough crooks, hoods, and murders that had nothing to do with the freaks? After so many years did not they deserve a break? For that matter what about Spiderman himself and his successor? As much as he still found it hard to think benevolently about Spiderman despite the years and times that separated their enmity, which was Otto's fault anyway, he could not think of anyone who deserved a break more.

And Austin?

Why Austin?

Well logically he was someone who understood. Really understood. Not like coddling doctors. Not like angry police. Not like superheroes only around to stop the plots. But someone who understood at a healthy medium who and what he was dealing with. Babying or psychologically cataloguing would do no good. Frontal attack would serve only as a buffer to stop the disease from spreading. It had nothing to do with what Otto did or did not deserve. It was the result of Austin just simply knowing and having the power to help those who wanted it. Melancholic emotion had nothing to say in the matter. Logic had its place, after all.

It was funny really that he constantly underestimated the power of his own emotional state to get in the way when he had ever considered the influence of Doctor Octopus to have prevented him from having emotion. He was really just as uncontrollably emotionally as he was before the incident at the lab.

 _Well_ , he thought, _look how long it took to think logically about the fact that Spiderman could not have purposely tried to kill me in the—_

There came a knock on the door.

"Otto?"

"Hmm?" asked Otto blinking up at the door.

"Ready to go, Otto?" asked Rosie's voice.

"Yes, just a minute," Otto muttered looking around himself as though he had just woken up, and after putting a few things away he made for the door and followed Rosie out to the car.

It had been over a year since Austin left for New York City. Only now was Austin about to return, and Otto, Rosie and Ellen were all going to meet him in Minneapolis at the airport. The long drive from Duluth to the Twin Cities made it necessary to start early, but the ride did not seem so long as it might have. Waiting for Austin at the airport however proved to be a thing of anxiety, but at long last he did appear looking tried but happy as he rolled his baggage behind him.

First Rosie ran to him and hugged him tightly. She tried not to cry, but a few tears fell. Then Ellen hugged him tighter, and she did not care that the tears fell in waterfalls. Austin looked rather beside himself, but the fact that he had missed them was not hidden through the befuddlement. Besides, when he looked over to his father he seemed more surprised than anything to see Otto hand his cane to Rosie and open his arms wide for a big bear hug that was rather out of character for him, but Austin nearly jumped when instead of feeling the hug Otto's hands grabbed firmly and almost violently onto Austin's arms.

Before he said so much as the slightest greeting he squeezed Austin's arms and examined Austin's face and put a hand over Austin's chest as though testing it for firmness.

"Well," Otto muttered. "You _seem_ like you're in one sane piece."

Austin smiled. "I'm okay, Dad."

Anger filled Otto's eyes then only to keep back a hinting feeling of tears that had decided to spring out of nowhere. Instead of succumbing to them however Otto blocked it out entirely by allowing him a hug. Brief and awkward though it was Austin's smile only grew.

"Austin," said Otto then as he pulled away and bowed his head sheepishly. "I … I just wanted to tell you …" He shook his head.

"Dad? Are you okay?" asked Ellen.

Austin smile then turned into somewhat of a grin as he glanced at his sister, but Otto ignored it.

Clearing his throat he said looking Austin straight in the eyes, "I'm proud of you, Austin. Prouder than anybody ever could be of his son."

Austin's smiled faded briefly but was renewed to beaming after a moment. "Thanks, Dad," he said.

Otto nodded.

Just as they were about to head back to the car to go out to eat in St. Paul Austin suddenly added, "Oh, by the way. I just wanted to say something too."

"What's that?" asked Rosie.

"I'm engaged."

He turned and motioned with a broad and rather goofy grin to the young red-haired woman behind him who had been standing there patiently while Austin had been greeting his family. She waved bashfully and laughed.

"Hello," she said.

THE END

* * *

NOTE: Some of the things in this chapter refer to _The Anachronous_ my other SSM fanfic.

NOTE2: Well, this is it. I hope you liked the ending. Please tell me what you think.


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